EX-10.6






Exhibit 10.6

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




Crude Oil Supply Agreement




Between




Vitol Inc.




And




Coffeyville Resources Refining & Marketing, LLC




Dated December 2, 2008




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page No.	 
	Article 1 DEFINITIONS AND CONSTRUCTION
	 	 	1	 
	 
	 	 	 	 
	1.1 Definitions
	 	 	1	 
	1.2 Interpretation
	 	 	11	 
	 
	 	 	 	 
	Article 2 TENOR OF THE AGREEMENT
	 	 	11	 
	 
	 	 	 	 
	Article 3 CONDITIONS TO PERFORMANCE
	 	 	12	 
	 
	 	 	 	 
	3.1 Mutual Conditions
	 	 	12	 
	3.2 Conditions to Vitol’s Obligations
	 	 	13	 
	3.3 Conditions to Coffeyville’s Obligations
	 	 	13	 
	3.4 Effect of Termination for Failure of Conditions Precedent
	 	 	14	 
	 
	 	 	 	 
	Article 4 TERM OF AGREEMENT
	 	 	14	 
	 
	 	 	 	 
	4.1 Initial Term
	 	 	14	 
	4.2 Renewal
	 	 	14	 
	 
	 	 	 	 
	Article 5 PURCHASE OF INITIAL INVENTORY
	 	 	14	 
	 
	 	 	 	 
	5.1 Purchase of Initial Inventory
	 	 	14	 
	5.2 Measurement of Initial Inventory
	 	 	14	 
	5.3 Purchase Price for Initial Inventory
	 	 	15	 
	5.4 Initial Inventory Fee
	 	 	15	 
	5.5 Title and Risk of Loss
	 	 	15	 
	 
	 	 	 	 
	Article 6 SALE OF CRUDE OIL TO COFFEYVILLE
	 	 	15	 
	 
	 	 	 	 
	6.1 Supply of Crude Oil
	 	 	15	 
	6.2 Exclusive Use
	 	 	15	 
	6.3 Exclusive Supplier
	 	 	15	 
	6.4 Identification of Supply
	 	 	15	 
	6.5 Acknowledgment
	 	 	16	 
	 
	 	 	 	 
	Article 7 PURCHASE OF CRUDE OIL FROM COUNTERPARTIES
	 	 	16	 
	 
	 	 	 	 
	7.1 Third Party Contracts
	 	 	16	 
	7.2 Confirmations
	 	 	17	 
	7.3 Payment Responsibility
	 	 	18	 
	7.4 Crude Oil Gains and Losses
	 	 	18	 
	7.5 Waiver of Warranties
	 	 	18	 
	7.6 Claims
	 	 	18	 
	7.7 Insurance
	 	 	19	 
	7.8 Additional Insurance Requirements
	 	 	19	 






i









 






	 	 	 	 	 
	 	 	Page No.	 
	Article 8 RESALE AND EXCHANGE OF CRUDE OIL
	 	 	20	 
	 
	 	 	 	 
	8.1 Resale of Crude Oil
	 	 	20	 
	8.2 Exchanges of Crude Oil
	 	 	20	 
	8.3 Payment for Resale and Exchanges of Crude Oil
	 	 	20	 
	8.4 Purchase and Sale of Gathered Crude
	 	 	21	 
	 
	 	 	 	 
	Article 9 DELIVERY
	 	 	21	 
	 
	 	 	 	 
	9.1 Delivery Point
	 	 	21	 
	9.2 Title and Risk of Loss
	 	 	21	 
	9.3 Casualty and Other Losses
	 	 	21	 
	9.4 Vessel Chartering
	 	 	21	 
	9.5 Pipeline Nominations
	 	 	22	 
	 
	 	 	 	 
	Article 10 NOMINATIONS
	 	 	22	 
	 
	 	 	 	 
	10.1 Monthly Nomination
	 	 	22	 
	10.2 Daily Nomination
	 	 	23	 
	10.3 Changes to Nominations
	 	 	23	 
	10.4 Delivery Disruption
	 	 	23	 
	 
	 	 	 	 
	Article 11 CRUDE OIL INSPECTION AND MEASUREMENT
	 	 	23	 
	 
	 	 	 	 
	11.1 Delivered Volumes
	 	 	23	 
	11.2 Quality of Delivered Volumes
	 	 	24	 
	11.3 Inspector’s Reports
	 	 	24	 
	11.4 Recalibration of Designated Tanks
	 	 	24	 
	 
	 	 	 	 
	Article 12 PRICE AND PAYMENT FOR CRUDE OIL
	 	 	24	 
	 
	 	 	 	 
	12.1 Crude Oil Purchase Price
	 	 	24	 
	12.2 Provisional Invoice
	 	 	25	 
	12.3 Weekly True-Ups
	 	 	26	 
	12.4 Working Capital Fee
	 	 	27	 
	12.5 Other Statements
	 	 	27	 
	12.6 Payment
	 	 	27	 
	12.7 Disputed Payments
	 	 	28	 
	 
	 	 	 	 
	Article 13 TAXES
	 	 	28	 
	 
	 	 	 	 
	Article 14 INFORMATION AND REQUESTS FOR ADEQUATE ASSURANCES
	 	 	28	 
	 
	 	 	 	 
	14.1 Financial Information
	 	 	28	 
	14.2 Notification of Certain Events
	 	 	28	 
	14.3 Adequate Assurances
	 	 	29	 
	14.4 Eligible Collateral
	 	 	29	 
	14.5 Failure to Give Adequate Assurance
	 	 	30	 
	14.6 Coffeyville’s Right to Terminate
	 	 	30	 






ii









 






	 	 	 	 	 
	 	 	Page No.	 
	Article 15 REFINERY TURNAROUND, MAINTENANCE AND CLOSURE
	 	 	30	 
	 
	 	 	 	 
	15.1 Scheduled Maintenance
	 	 	30	 
	15.2 Unscheduled Maintenance
	 	 	30	 
	15.3 Failure to Accept Deliveries
	 	 	30	 
	 
	 	 	 	 
	Article 16 COMPLIANCE WITH APPLICABLE LAWS
	 	 	31	 
	 
	 	 	 	 
	16.1 Compliance With Laws
	 	 	31	 
	16.2 Reports
	 	 	31	 
	 
	 	 	 	 
	Article 17 FORCE MAJEURE
	 	 	31	 
	 
	 	 	 	 
	17.1 Event of Force Majeure
	 	 	31	 
	17.2 Notice
	 	 	31	 
	17.3 Termination and Curtailment
	 	 	31	 
	17.4 Resumption of Performance
	 	 	32	 
	 
	 	 	 	 
	Article 18 MUTUAL REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	32	 
	 
	 	 	 	 
	Article 19 DEFAULT AND REMEDIES
	 	 	34	 
	 
	 	 	 	 
	19.1 Events of Default
	 	 	34	 
	19.2 Remedies
	 	 	35	 
	19.3 Forbearance Period
	 	 	36	 
	19.4 Instructions Concerning Operational Matters
	 	 	36	 
	 
	 	 	 	 
	Article 20 FINAL SETTLEMENT
	 	 	36	 
	 
	 	 	 	 
	20.1 Effects of Termination
	 	 	36	 
	20.2 Close Out of Transactions Under the Agreement
	 	 	37	 
	20.3 Payment of Termination Payment
	 	 	37	 
	20.4 Close Out of Specified Transactions
	 	 	37	 
	20.5 Non-Exclusive Remedy
	 	 	38	 
	20.6 Indemnity
	 	 	38	 
	 
	 	 	 	 
	Article 21 INDEMNIFICATION AND CLAIMS
	 	 	38	 
	 
	 	 	 	 
	21.1 Vitol’s Duty to Indemnify
	 	 	38	 
	21.2 Coffeyville’s Duty to Indemnify
	 	 	39	 
	21.3 Notice of Indemnity Claim
	 	 	39	 
	21.4 Defense of Indemnity Claim
	 	 	39	 
	21.5 Settlement of Indemnity Claim
	 	 	40	 
	 
	 	 	 	 
	Article 22 LIMITATION ON DAMAGES
	 	 	40	 
	 
	 	 	 	 
	Article 23 AUDIT RIGHTS
	 	 	40	 
	 
	 	 	 	 
	Article 24 CONFIDENTIALITY
	 	 	41	 
	 
	 	 	 	 
	24.1 Confidentiality Obligation
	 	 	41	 
	24.2 Disclosure
	 	 	41	 






iii









 






	 	 	 	 	 
	 	 	Page No.	 
	24.3 Tax Matters
	 	 	41	 
	 
	 	 	 	 
	Article 25 GOVERNING LAW
	 	 	41	 
	 
	 	 	 	 
	25.1 Choice of Law
	 	 	41	 
	25.2 Jurisdiction
	 	 	42	 
	25.3 Waiver
	 	 	42	 
	 
	 	 	 	 
	Article 26 ASSIGNMENT
	 	 	42	 
	 
	 	 	 	 
	26.1 Successors
	 	 	42	 
	26.2 No Assignment
	 	 	42	 
	26.3 Null and Void
	 	 	42	 
	26.4 Assignment of Claims
	 	 	42	 
	 
	 	 	 	 
	Article 27 NOTICES
	 	 	43	 
	 
	 	 	 	 
	Article 28 NO WAIVER, CUMULATIVE REMEDIES
	 	 	44	 
	 
	 	 	 	 
	28.1 No Waiver
	 	 	44	 
	28.2 Cumulative Remedies
	 	 	44	 
	 
	 	 	 	 
	Article 29 NATURE OF THE TRANSACTION AND RELATIONSHIP OF PARTIES
	 	 	44	 
	 
	 	 	 	 
	29.1 No Partnership
	 	 	44	 
	29.2 Nature of the Transaction
	 	 	44	 
	29.3 No Authority
	 	 	44	 
	 
	 	 	 	 
	Article 30 MISCELLANEOUS
	 	 	45	 
	 
	 	 	 	 
	30.1 Severability
	 	 	45	 
	30.2 Entire Agreement
	 	 	45	 
	30.3 No Representations
	 	 	45	 
	30.4 Time of the Essence
	 	 	45	 
	30.5 No Third Party Beneficiary
	 	 	45	 
	30.6 Survival
	 	 	45	 
	30.7 Counterparts
	 	 	45	 






	 	 	 
	SCHEDULES
	 	 
	Schedule A

	 	Designated Tanks
	Schedule B

	 	Inventory Procedures
	Schedule C

	 	Procedures for Crude Oil Shipments on the Spearhead Pipeline
	Schedule D

	 	Terminal Agreements
	Schedule E

	 	Terminal Operators
	 
	 	 
	EXHIBITS
	 	 
	Exhibit A

	 	Form of Temporary Assignment
	Exhibit B

	 	Form of Coffeyville Guaranty
	Exhibit C

	 	Form of Vitol Guaranty
	Exhibit D

	 	Form of Bill of Sale






iv









 





Crude Oil Supply Agreement




     This Crude Oil Supply Agreement is entered into effective as of December 2, 2008, between
Vitol Inc., a company incorporated under the laws of Delaware (“Vitol”), and Coffeyville Resources
Refining & Marketing LLC., a limited liability company formed under the laws of Delaware
(“Coffeyville”) (each referred to individually as a “Party” or collectively as “Parties”).



     WHEREAS Coffeyville desires to have Vitol supply Crude Oil for processing at its Refinery
located in Coffeyville, Kansas beginning on the Commencement Date and throughout the Term of this
Agreement, and Vitol is willing to supply Crude Oil to Coffeyville pursuant to the terms hereof;



     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:



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 set forth in Section 14.3.



     “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.



     “Agreed Costs” means, for purposes of calculating the Transfer Price, any transportation or
other costs that the Parties mutually deem to apply with respect to the specified Transaction. It
is the intent of the Parties that Agreed Costs shall only be applicable with the consent of both
Parties.



     “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 any Exhibits and Schedules attached hereto.



     “API” means the American Petroleum Institute.



1









 





     “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 or (iii) any applicable license, permit or compliance requirement applicable
to either Party, including Environmental Laws.



     “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)
causes or is subject to any event with respect to it which, under Applicable Law, has an analogous
effect to any of the events specified in clauses (i) through (vii) above, inclusive, or (ix) takes
any action in furtherance of, or indicating its consent to, approval of, or acquiescence in any of
the foregoing acts.



     “Bankruptcy Code” means 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 (i) the applicable three — month LIBOR rate of
interest, as adjusted from time to time, and (ii) the maximum rate of interest permitted by
Applicable Law. LIBOR shall be established on the first day on which a determination of the Base
Interest Rate is to be made under this Agreement and shall be adjusted daily based on available
LIBOR quotes.



     “Bill of Sale” has the meaning set forth in Section 3.2(d).



     “B/L Volumes” has the meaning set forth in Section 11.1.



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



     “Business Day” means a twenty-four (24)-hour period ending at 5:00 p.m., at the prevailing
time in the Eastern Time zone, on a weekday on which banks are open for general commercial business
in New York City.



2









 





     “Capital Charge” has the meaning set forth in Section 12.4.



     “Catastrophic Loss” means any loss of Crude Oil resulting from a spill, fire, explosion or
other casualty loss.



     “Coffeyville” has the meaning set forth in the preamble of this Agreement.



     “Coffeyville Guaranty” means the guaranty issued by Coffeyville’s parent entity, CVR Energy,
Inc., in the form attached hereto as Exhibit B.



     “Coffeyville’s Operational Rights” means Coffeyville’s rights and remedies with respect to the
movement and purchase of Crude Oil after an Event of Default by Vitol, which shall include the
right (i) to store Crude Oil in the Designated Tanks and (ii) to instruct Pipeline Operators and
Terminal Operators with respect to the delivery of Crude Oil to the Refinery.



     “Commencement Date” means December 31, 2008 or such other date as is mutually agreed by the
Parties.



     “Confirmation” means a written communication confirming the terms of a Third Party Contract
between Vitol and a Counterparty, for the sale or exchange of Crude Oil, which shall specify the
price, volume, grade, quality, quantity, exchange terms (if applicable) delivery point, date of
delivery, identity of the Counterparty and payment and performance terms.



     “Contract Price” shall mean the purchase price for Crude Oil specified in a Third Party
Contract.



     “Counterparty” means, with respect to a Third Party Contract, the third party suppliers of
Crude Oil to be purchased by Vitol and sold to Coffeyville pursuant to the terms hereof.



     “Cover Exposure” has the meaning set forth in Section 14.4.



     “CRCT” means Coffeyville Resources Crude Transportation, LLC, an Affiliate of Coffeyville.



     “Crude Oil” means all crude oil that Vitol purchases for sale to Coffeyville or for which
Vitol assumes the payment obligation pursuant to this Agreement. Crude Oil does not, however,
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 Vitol 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, excluding any



3









 







Catastrophic Loss but including small spills
occurring in the ordinary course of operations.



     “Crude Oil Lot” shall mean (i) the discrete volume of Crude Oil acquired by Vitol from a
Counterparty pursuant to a Third Party Contract and (ii) any Crude Oil Lots that Coffeyville elects
to pool and treat as a single Crude Oil Lot. For pricing purposes, Coffeyville may only pool Crude
Oil Lots that (x) are of the same grade, and (y) are based on the same WTI Contract month. For
ease of administration, pooled Crude Oil Lots will be volumetrically averaged and priced as a
single Crude Oil Lot. The Parties acknowledge and agree that a Crude Oil Lot may be comprised of
more than one parcel (if multiple WTI Contracts are selected) and that such individual parcels of a
Crude Oil Lot shall be identified in a given Crude Oil Withdrawal for pricing purposes.



     “Crude Oil Withdrawal” has the meaning set forth in Section 10.2.



     “CT” means the prevailing time in the Central Time zone.



     “Daily Capital Charge” has the meaning set forth in Section 12.4.



     “Day Charge” means the Base Interest Rate (***), calculated on the basis of a 360-day year.



     “Deemed L/C Fee” means the fee applicable to all letter of credit transactions entered into in
connection with Transactions. For ease of administration, the Parties deem such fee to be equal to
(***)% of the principle amount of the subject letter of credit.



     “Default” or “Event of Default” means an occurrence of the events or circumstances described
in Article 19.



     “Defaulting Party” has the meaning set forth in Section 19.2.



     “Delivery Point” means the outlet flange of the meter at the connection between the Plains
Pipeline System and the Broome Station storage facility.



     “Designated Affiliate” means Coffeyville Resources, LLC.



     “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.



     “Effective Date” means the date first written above, upon which this Agreement becomes binding
upon and enforceable against the Parties.



     “Eligible Collateral” means, at Coffeyville’s discretion, (a) a Letter of Credit, for a
duration and in an amount sufficient to cover the Cover Exposure, (b) a prepayment in



4









 







an amount
equal to the Cover Exposure, or (c) a surety instrument for a duration and in an amount sufficient
to cover a value up to the Cover Exposure, in form and substance reasonably satisfactory to Vitol
and issued by a financial institution or insurance company reasonably acceptable to Vitol.



     “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.



     “Final Inventory” shall have the meaning set forth in Section 20.1.



     “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 Vitol); 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, 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. For the avoidance of doubt, the termination or expiration
of any Terminal Agreement, unless caused by the fault of a Party, shall be an event of Force
Majeure provided that substantially similar substitute tankage has not been provided by
Coffeyville.



     “GAAP” means generally accepted accounting principles in the United States, applied
consistently with prior practices.



     “Gathered Crude” means the crude oil acquired by Coffeyville in Kansas, Missouri, North
Dakota, Oklahoma, Wyoming and all states adjacent to Kansas, Missouri, North Dakota, Oklahoma and
Wyoming. Notwithstanding anything in this Agreement to the contrary, any crude oil which is
transported in whole or in part via railcar or truck shall be considered Gathered Crude for
purposes of this Agreement.



5









 





     “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, and shall include NYMEX.



     “Indemnified Party” has the meaning set forth in Section 21.3.



     “Indemnifying Party” has the meaning set forth in Section 21.3.



     “Independent Inspector” means an independent third party inspection company that is generally
recognized in the petroleum industry as experienced in measuring the quantity and quality of
petroleum products. Unless specifically provided otherwise in this Agreement, the Parties shall
mutually appoint the Independent Inspector and the costs thereof shall be included in the
calculation of the Transfer Price.



     “Initial Inventory” means as of the Commencement Date, all Crude Oil and blendstock
inventories located in the Designated Tanks, the Pipeline System (including line fill) and all
Crude Oil in transit by vessel or in pipelines to be delivered into the Designated Tanks.



     “Initial Inventory Fee” means a one time fixed fee in the amount of $(***).



     “Initial Term” has the meaning set forth in Section 4.1.



     “Letter of Credit” means an originally signed or telex of an irrevocable standby letter of
credit issued in favor of Vitol in form and substance satisfactory to Vitol by a bank acceptable to
Vitol and delivered to Vitol in an amount acceptable to Vitol, for which all costs incurred in the
issuance thereof have been or will be paid by Coffeyville.



     “Liabilities” means any losses, claims, charges, damages, deficiencies, assessments,
interests, penalties, costs and expenses of any kind (including reasonable attorneys’ fees and
other fees, court costs and other disbursements), directly or indirectly arising out of or related
to any suit, proceeding, judgment, settlement or judicial or administrative order, including any
Liabilities with respect to Environmental Laws.



     “LIBOR” means the London Interbank Offered Rate for three-month U.S. dollar deposits (rounded
upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBOR01 Page (or any
successor page) at approximately 11:00 a.m. (London, England time), two (2) Business Days prior to
the first (1st) day of such three-
month period. If for any reason such rate is not available, LIBOR shall be, for any specified
period, the rate per annum reasonably determined by Vitol as the rate of interest at which U.S.
Dollar deposits in the approximate subject amount would be offered by major banks in the London
interbank Eurodollar market at their request at or about 10:00 a.m. (London, England time) two (2)
Business Days prior to the first day of such period for a term comparable to such period.



6









 





     “Liquidation Amount” has the meaning set forth in Section 20.2.



     “Material Adverse Effect” means a result or consequence that would materially impair a Party’s
ability to perform its obligations and covenants under this Agreement or to consummate any of the
transactions contemplated by this Agreement or would materially impair the usual, regular and
ordinary operations of the Refinery as a whole, provided, however, that any adverse change or
effect affecting the U.S. economy generally, or any adverse change or effect affecting the U.S.
refining industry generally, shall not be taken into account in determining whether there has been
a Material Adverse Effect.



     “Monthly Crude Nomination” has the meaning set forth in Section 10.1.



     “Non-Merchantable Volumes” means the volume of crude oil below the low suction line in the
Designated Tanks.



     “NYMEX” means the New York Mercantile Exchange.



     “Origination Fee” shall mean a fee payable by Coffeyville to Vitol in the amount of $(***) per
Barrel. The Origination Fee shall apply to each Barrel that is the subject of a Third Party
Contract, irrespective of whether such Barrels are delivered to Coffeyville, resold or exchanged in
a subsequent transaction. The Origination Fee shall not apply, however, to the Initial Inventory.



     “Party” or “Parties” has the meaning set forth in the preamble of this Agreement.



     “Performing Party” has the meaning set forth in Section 19.2.



     “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 system that may be used to transport Crude Oil to the Delivery Point.



     “Plains” means Plains Pipeline, L.P.



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



7









 





     “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.



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



     “Provisional Invoice” has the meaning set forth in Section 12.2(a).



     “Provisional Transfer Price” has the meaning set forth in Section 12.2(b).



     “Refinery” means the Coffeyville, Kansas crude oil refinery and all of the related facilities
owned and operated by Coffeyville or its Affiliate, 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.



     “Renewal Term” has the meaning set forth in Section 4.2.



     “Scheduled Maintenance” means (i) regularly scheduled maintenance of the Refinery required or
suggested by manufacturers or operators in the refining industry and (ii) maintenance that is
otherwise prudent in accordance with standard industry operating and maintenance practices.



     “Seaway Pipeline System” means the crude oil pipeline transportation system and related
facilities located between Seaway Crude Pipeline Company’s wharfage facilities in 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.



     “Spearhead Pipeline” means the pipeline system of that name that transports crude oil
originating in Canada to Cushing, Oklahoma.



     “SEC” means the Securities and Exchange Commission.



     “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 Transaction” means (i) any transaction (including an agreement with respect
thereto) now existing or hereafter entered into between Vitol (or any Designated Affiliate of
Vitol) and Coffeyville (or any Designated Affiliate of Coffeyville) (a) 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



8









 







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 (b)
which is a type of transaction that is similar to any transaction referred to in clause (a) 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, (ii) any combination of these transactions and (iii) 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 an ISDA Master Agreement between
Vitol and Coffeyville, including any confirmations subject thereto.



     “Specified Transaction Termination Amount” has the meaning set forth in Section 20.4.



     “Taxes” means any and all foreign, federal, state and local taxes (other than taxes on
income), duties, fees and charges of every description on or applicable to Crude Oil, including all
gross receipts, environmental, spill, ad valorem and sales and use taxes, however designated, paid
or incurred directly or indirectly with respect to the ownership, purchase, exchange, use,
transportation, resale, importation or handling of Crude Oil or related WTI Contracts, including
for any Tax, any interest, penalties or additions to tax attributable to any such Tax, including
penalties for the failure to file any tax return or report.



     “Temporary Assignment” means, with respect to each Terminal Agreement, the agreement among
Vitol, Coffeyville and each Terminal Operator for the temporary assignment of the Terminal
Agreement from Coffeyville to Vitol for the Term (unless sooner terminated pursuant to the terms of
the applicable Terminal Agreement). Each Temporary Assignment shall be substantially in the form
of Exhibit A and shall provide that (i) Vitol may unilaterally instruct the Terminal
Operator to cease scheduling any
deliveries of Crude Oil from Vitol to Coffeyville upon the occurrence of an Event of Default by
Coffeyville, and (ii) Terminal Operator shall comply with such instructions from Vitol without
prior notice to or consent from Coffeyville.



     “Term” has the meaning set forth in Section 4.2.



     “Terminal Agreement” or “Terminal Agreements” means the terminal agreements specified in
Schedule D.



9









 





     “Terminal Operator” or “Terminal Operators” means the terminal operators specified in
Schedule E.



     “Termination Date” has the meaning set forth in Section 20.2.



     “Termination Payment” has the meaning set forth in Section 20.2.



     “Third Party Claim” has the meaning set forth in Section 21.3.



     “Third Party Contract” means a contract entered into between Vitol and a Counterparty for the
supply of Crude Oil to Coffeyville.



     “Transactions” means any agreement by the Parties to purchase and sell Crude Oil pursuant to
the terms of this Agreement.



     “Transfer Price” has the meaning set forth in Section 12.1.



     “Transportation and Direct Costs” has the meaning set forth in Section 12.1(d).



     “True-Up Invoice” has the meaning set forth in Section 12.3.



     “UCC” means the New York Uniform Commercial Code.



     “Undrawn Letters of Credit” means, as of any date, the aggregate amount that Vitol may draw as
of such date under all outstanding standby letters of credit in form and substance reasonably
satisfactory to Vitol, in favor of Vitol, issued or confirmed by banks reasonably acceptable to
Vitol then held by Vitol as credit support for the performance of Coffeyville’s obligations
hereunder; provided that, for purposes of this definition, the available amount under any
outstanding standby letter of credit that expires 30 days or less after such date shall be deemed
to be zero.



     “Vitol” has the meaning set forth in the preamble to this Agreement.



     “Vitol Guaranty” means the guaranty issued by Vitol’s parent entity, Vitol Holdings BV, in the
form attached hereto as Exhibit C.



     “Weekly True-Up Payment” has the meaning set forth in Section 12.3.



     “Working Capital Balance” means for each day in the applicable Working Capital Period, the
cumulative balance during such Working Capital Period, calculated as the difference between (i) the
amount of cash received from Coffeyville for the purchase of Crude Oil and (ii) the amount of cash
expended by Vitol to purchase Crude Oil for Coffeyville during such Working Capital Period. It is
the intention of the Parties that the Working Capital Balance shall be calculated as a running
balance and that a negative balance shall indicate that more money was expended by Vitol during
such period than



10









 







received, and conversely, a positive balance shall indicate that more money was
received by Vitol during such period than expended.



     “Working Capital Period” has the meaning set forth in Section 12.4.



     “Working Capital Statement” has the meaning set forth in Section 12.4.



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



     “WTI Contracts” means WTI NYMEX futures contracts on which the WTI Price component of the
Transfer Price is based.



     “WTI Differential” has the meaning set forth in Section 12.1(c).



     “WTI Price” has the meaning set forth in Section 12.1(a).



     1.2 Interpretation.




     (a) All references in this Agreement to Exhibits, Schedules, Articles and Sections
refer to the corresponding Exhibits, Schedules, Articles and Sections of or to this
Agreement unless expressly provided otherwise. All headings herein are intended solely for
convenience of reference and shall not affect the meaning or interpretation of the
provisions of this Agreement.




     (b) All Exhibits and Schedules to this Agreement are attached hereto and by this
reference incorporated herein for all purposes.




     (c) Unless expressly provided otherwise, the words “this Agreement,” “herein,”
“hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as
a whole and not to any particular Section. The words “this Article” and “this Section,”
and words of similar import, refer only to the Article or Section hereof in which such
words occur. The word “including” as used herein means “including without limitation” and
does not limit the preceding words or terms.




     (d) 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.



ARTICLE 2

TENOR OF THE AGREEMENT 




     During the term of this Agreement, the Parties will enter into numerous transactions for the
purchase and sale of Crude Oil. The Transfer Price for each Transaction shall be a floating price
based on the mutually agreed index of market prices



11









 







(adjusted for contract differentials and index
rolls), plus Vitol’s costs to acquire and deliver Crude Oil, and plus the Origination Fee, all as
more specifically set forth in Article 12. It is the intention of the Parties that Vitol
shall employ its global crude oil supply and distribution organization in an endeavor to identify
and present to Coffeyville opportunities for Vitol to purchase for Coffeyville domestic, foreign
and Canadian crude oil. Notwithstanding the foregoing, Coffeyville shall also have the right to
identify and negotiate the terms and prices of Crude Oil to be acquired hereunder and present such
Transactions to Vitol for execution thereof; provided that, such Transactions are
in accordance with the provisions of this Agreement. Vitol shall not include any assessments for
general marketing overhead to the Transfer Price. While Coffeyville intends to take responsibility
to acquire Gathered Crude in its own name and on its own behalf, Vitol shall retain the right to
present opportunities to Coffeyville for domestic Crude Oil. The Parties shall mutually cooperate
in coordinating such Crude Oil supply activities so as to avoid pricing and logistic disruptions
associated with both Coffeyville and Vitol approaching the same potential suppliers and shippers.
Coffeyville shall maintain the right to conduct market enquiries; however, regardless of whether
the opportunity is identified by Vitol or Coffeyville, all Crude Oil shall be purchased by Vitol
from the Counterparty and resold to Coffeyville pursuant to the terms of this Agreement.



ARTICLE 3

CONDITIONS TO PERFORMANCE 




     3.1 Mutual Conditions. The respective obligations of each Party contemplated under
this Agreement shall be subject to the satisfaction of the following conditions precedent on or
prior to the Commencement Date.




     (a) No action or proceeding shall have been instituted nor shall any action by a
Governmental Authority be threatened, nor shall any order, judgment or decree have been
issued or proposed to be issued by any Governmental Authority as of the Commencement Date
to set aside, restrain, enjoin or prevent the transactions and performance of the
obligations contemplated by either Party under this Agreement.




     (b) The Refinery shall not have been affected adversely or threatened to be affected
adversely by any loss or damage, other than to the extent covered by insurance, or unless
such loss or damage would not have a Material Adverse Effect on the Refinery. The Parties
agree and acknowledge that the provisions of this Section 3.1(b) shall not apply to
the casualty loss that the Refinery suffered related to the flood which commenced on June
30 and July 1, 2007 or to any claims by third parties related to such flood or the crude
oil discharge which occurred in connection therewith.




     (c) The representations and warranties of each Party set forth in this Agreement shall
be true and correct on and as of the Commencement Date.



12









 






     (d) Any Exhibits or Schedules which are not complete on the Effective Date shall be
completed to the reasonable satisfaction of each Party. Prior to the Commencement Date,
each Party shall deliver to the other Party a duly executed officer’s certificate
acknowledging its acceptance of the Schedules and Exhibits.



     3.2 Conditions to Vitol’s Obligations. The obligations of Vitol contemplated under
this Agreement shall be subject to Coffeyville’s satisfaction of the following conditions precedent
on or prior to the Commencement Date.




     (a) Coffeyville shall have delivered to Vitol a certificate signed by a duly
authorized officer of Coffeyville and dated the Effective Date, certifying as to the truth
and accuracy of Coffeyville’s representations and warranties set forth in this Agreement as
of the Effective Date.




     (b) Coffeyville shall have delivered to Vitol an accurate certificate dated as of the
Effective Date, in form and substance satisfactory to Vitol and signed by the Secretary or
an Assistant Secretary of Coffeyville certifying (i) the incumbency and specimen
signature(s) of the officer(s) of Coffeyville executing this Agreement and any other
documents contemplated hereby, and (ii) that Coffeyville has obtained all requisite
approvals under its constitutional documents in respect of Coffeyville’s execution,
delivery and performance of this Agreement and any other documents contemplated hereby.




     (c) With respect to each Terminal Agreement, Coffeyville shall have delivered to Vitol
a Temporary Assignment, duly executed by the Terminal Operator, Vitol and Coffeyville;
provided, however, that each such Terminal Agreement shall be used by Vitol
solely for the Crude Oil.




     (d) Coffeyville shall have delivered to Vitol a duly executed bill of sale (the “Bill
of Sale”) for the Initial Inventory in the form attached hereto as Exhibit D.




     (e) Coffeyville shall have delivered to Vitol the Coffeyville Guaranty.




     (f) Coffeyville shall have delivered to Vitol a bill of sale and release of lien from
J. Aron & Company with respect to the Initial Inventory in form and substance reasonably
acceptable to Vitol.



     3.3 Conditions to Coffeyville’s Obligations. The obligations of Coffeyville
contemplated under this Agreement shall be subject to Vitol’s satisfaction of the following
conditions precedent on or prior to the Commencement Date:




     (a) Vitol shall have delivered to Coffeyville a certificate signed by a duly
authorized officer of Vitol and dated the Effective Date, certifying as to the truth and
accuracy of Vitol’s representations and warranties set forth in this Agreement as of the
Effective Date.



13









 






     (b) Vitol shall have delivered to Coffeyville an accurate certificate dated as of the
Effective Date, in form and substance satisfactory to Coffeyville and signed by the
Secretary or an Assistant Secretary of Vitol certifying (i) the incumbency and specimen
signature(s) of the officer(s) of Vitol executing this Agreement and any other documents
contemplated hereby and (ii) that Vitol has obtained all requisite approvals under its
constitutional documents in respect of Vitol’s execution, delivery and performance of this
Agreement and any other documents contemplated hereby.




     (c) Vitol shall have delivered to Coffeyville the Vitol Guaranty.



     3.4 Effect of Termination for Failure of Conditions Precedent. If either Party
terminates this Agreement as a result of the conditions set forth in Section 3.1 not being
satisfied, neither Party shall have any further obligation under this Agreement to the other Party,
except that a Party shall remain liable to the other Party for any damages incurred as a result of
a breach by a Party of its representations, warranties or obligations hereunder occurring prior to
such termination. In addition, if this Agreement is terminated by Vitol as a result of
Coffeyville’s failure to satisfy the conditions set forth in Section 3.2, then Coffeyville
shall reimburse Vitol for all reasonable legal fees and out-of-pocket expenses and costs that it
incurred in connection with the drafting, execution and delivery of this Agreement; provided that,
such legal fees shall be at normal billing rates and shall not exceed $100,000.



ARTICLE 4

TERM OF AGREEMENT




     4.1 Initial Term. This Agreement shall become effective on the Effective Date and
shall continue until December 31, 2010 (“Initial Term”), unless terminated earlier pursuant to the
terms of this Agreement.



     4.2 Renewal. The Initial Term shall automatically be extended for one or more
one-year terms (each a “Renewal Term” and collectively the “Renewal Terms”), unless either Party
delivers notice of its desire to
terminate not less than one hundred eighty (180) days prior to the expiration of the Initial
Term or the then current Renewal Term, as the case may be. The Initial Term and the Renewal Terms,
if any, shall constitute the “Term” of this Agreement.



ARTICLE 5

PURCHASE OF INITIAL INVENTORY




     5.1 Purchase of Initial Inventory. Pursuant to the provisions of this Article
5, Vitol shall purchase from Coffeyville the Initial Inventory as of 12:01 am CT on the
Commencement Date. For pricing and re-purchase purposes, the Initial Inventory shall include
merchantable Crude Oil and Non-Merchantable Volumes.



     5.2 Measurement of Initial Inventory. The quality and quantity of the Initial
Inventory shall be determined by the Independent Inspector pursuant to the procedures set forth in
Schedule B no earlier than 12:01 am CT on the Commencement Date. The



14









 







Independent Inspector
shall separately designate the volume of Non-Merchantable Volumes.



     5.3 Purchase Price for Initial Inventory. The Initial Inventory shall be purchased
and sold in accordance with the pricing procedures set forth in Article 12, except that the
Parties shall mutually agree to the valuation of the Non-Merchantable Volumes. Payment for the
Initial Inventory shall be due and payable in accordance with the procedures set forth in
Schedule B.



     5.4 Initial Inventory Fee. On the first Business Day following the Commencement Date,
Coffeyville shall pay Vitol the Initial Inventory Fee.



     5.5 Title and Risk of Loss. Title to the Initial Inventory shall pass from
Coffeyville to Vitol upon delivery of a fully executed Bill of Sale to Vitol. Risk of loss of the
Initial Inventory shall pass from Coffeyville to Vitol as follows: (i) for marine transports, as
the Crude Oil exits the last permanent flange of the transporting vessel’s delivery arm for land
deliveries at an on-shore receiving facility, or (ii) for pipeline transports, as the Crude Oil
passes the first applicable custody meter of the delivering Pipeline System.



ARTICLE 6

SALE OF CRUDE OIL TO COFFEYVILLE




     6.1 Supply of Crude Oil. Beginning on the Commencement Date and subject to the
availability of supply, Vitol agrees to purchase from Counterparties Crude Oil consistent with
Coffeyville’s nomination made pursuant to Article 10. Vitol agrees to sell such Crude Oil
to Coffeyville, and Coffeyville agrees to purchase such Crude Oil from Vitol pursuant to the terms
of this Agreement.



     6.2 Exclusive Use. Subject to the provisions of this Agreement, Vitol will, during
the Term, have (a) the sole and exclusive right to store Crude Oil in the Designated Tanks, and (b)
the right to access the Designated Tanks to remove Crude Oil.



     6.3 Exclusive Supplier. Except for Gathered Crude, Vitol shall be the exclusive
supplier of crude oil to Coffeyville during the Term. Unless otherwise agreed by the Parties,
Crude Oil supplied under this Agreement shall be solely for use at the Refinery. Notwithstanding
anything to the contrary in this Section 6.3, if Vitol does not supply Crude Oil to
Coffeyville in accordance with the Monthly Crude Nomination, for whatever reason, 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,
except that any crude oil so purchased by Coffeyville may not be commingled with any Crude Oil held
by Vitol other than in connection with the exercise of Coffeyville’s Operational Rights.



     6.4 Identification of Supply. Coffeyville and Vitol shall mutually cooperate to
identify and negotiate supply arrangements with Counterparties that are consistent with
Coffeyville’s nomination made pursuant to Article 10. Prior to the acquisition of any
Crude Oil Lots, the Parties shall agree to the quantity and quality of Crude Oil desired by



15









 







Coffeyville. In the event that such supply opportunities are identified by Coffeyville,
Coffeyville shall promptly inform Vitol of the opportunity and Vitol shall enter into one or more
Third Party Contracts on Coffeyville’s behalf. Notwithstanding the foregoing, Vitol shall have the
right to reject such proposed opportunity if it determines, in its commercially reasonable
discretion, that such Third Party Contract (a) is not structured in accordance with standard
industry practices or on commercially marketable terms, (b) is not with a permissible Counterparty
under Applicable Law, or (c) exposes Vitol to unacceptable credit or performance risk. In the
event that a supply opportunity is identified by Vitol, Vitol will present the opportunity to
Coffeyville for its approval, and Coffeyville will promptly advise Vitol in writing (via facsimile
or e-mail) whether it accepts such opportunity. If Coffeyville fails to accept such opportunity
within twenty-four (24) hours of receipt of Vitol’s notice, Coffeyville shall be deemed to have
rejected such supply opportunity.



     6.5 Acknowledgment. Coffeyville acknowledges and agrees that (a) Vitol 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 Vitol’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; (b) Vitol 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 Vitol may, in its discretion, determine
not to pursue such transaction or to pursue such transaction in connection with another aspect of
Vitol’s business and Vitol shall have no liability of any nature to Coffeyville as a result of any
such determination; (c) Vitol has no fiduciary or trust obligations of any nature with respect to
the Refinery or Coffeyville, subject to the
provisions herein regarding confidentiality set forth in Article 24 and provided,
however, that Vitol shall have the obligation to keep confidential non-public information related
to Crude Oil acquisitions by Coffeyville, and the obligation to execute Third Party Contracts in a
manner consistent with this Agreement; (d) Vitol may enter into transactions and purchase crude oil
for its own account or the account of others at prices more favorable than those being paid by
Coffeyville hereunder and (e) nothing herein shall be construed to prevent Vitol, or any of its
partners, officers, employees or Affiliates, in any way 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 7

PURCHASE OF CRUDE OIL FROM COUNTERPARTIES




     7.1 Third Party Contracts.




     (a) Terms of Third Party Contracts. The quantity and quality of Crude Oil sold and
delivered to Coffeyville shall conform in all material respects to such specifications as
agreed upon by Coffeyville prior to Vitol’s contractual commitment to purchase a Crude Oil
Lot from a Counterparty. The terms and conditions of each Third Party Contract must
conform to standard industry



16









 







practices unless otherwise specifically agreed to by Vitol.
All statements and representations made by Coffeyville’s employees shall be made on behalf
of Coffeyville in its own capacity, and Coffeyville is not authorized to bind Vitol in
connection with the negotiation or execution of any Third Party Contract, nor to make any
representations to any Counterparty on behalf of Vitol. Unless expressly authorized by
Vitol in writing, any advice, recommendations, warranties or representations made to any
Counterparty by Coffeyville shall be the sole and exclusive responsibility of Coffeyville,
and Coffeyville shall be liable for all errors, omissions or misinformation that it
provides to Vitol or to any Counterparty.




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




     (c) Forward Contract. Concurrently with the formation of a Third Party Contract, the
Parties shall automatically, and without any further action by either Party, be deemed to
have entered into a back-to back forward contract under which Vitol is selling, and
Coffeyville is acquiring, the same quantity and quality of Crude Oil as identified in such
Third Party Contract. The volume of Crude Oil invoiced to Coffeyville with respect to such
Third Party Contract shall be based on volumes set forth in such Counterparty’s invoice to
Vitol. The terms and provisions of this Agreement, including price and delivery, shall
apply to each such forward contract.




     (d) Off-Spec Crude Oil. In the event that any Crude Oil provided to Coffeyville by
Vitol pursuant to a Third Party Contract fails to meet the specifications set forth in such
Third Party Contract, any resulting diminution in value shall be solely for Coffeyville’s
account, and shall not constitute a credit with respect to any calculation of the
applicable Transfer Price. Notwithstanding the foregoing, any recovery or adjustment
received by Vitol from such Counterparty as a purchase price adjustment shall be passed
through to Coffeyville.



     7.2 Confirmations. For each transaction involving the purchase and sale of Crude Oil
pursuant to a Third Party Contract, Vitol shall issue and send to Coffeyville a Confirmation in
accordance with standard industry practices.



17









 





     7.3 Payment Responsibility. Vitol shall be responsible for paying Counterparty and
third party invoices for such Crude Oil and all Transportation and Direct Costs, which
Transportation and Direct costs shall be included in the Transfer Price pursuant to Section
12.1(d). Vitol shall promptly provide Coffeyville with copies of all such Counterparty and
third party invoices. All refunds or adjustments of any type received by Vitol related to the
Transportation and Direct Costs shall be for the account of Coffeyville and a part of the Weekly
True-Up Payment.



     7.4 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 included in the Transfer
Price. With respect to Crude Oil Gains and Losses which are covered by a Pipeline System tariff,
Vitol 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 Weekly True-Up Payment.



     7.5 WAIVER OF WARRANTIES. except for the warranty of title, Vitol makes no
warranty, condition or other representation, written or oral, express or implied, of
merchantability, fitness or suitability of crude oil for any particular purpose or otherwise.
further, Vitol makes no warranty or representation that crude oil conforms to the
specifications identified in Vitol’s contract with the counterparty.



     7.6 Claims. The Parties shall consult with each other and coordinate how to handle
and resolve any claims made by a Counterparty, a Pipeline Operator, Terminal Operator, vessel
owner, supplier or transporter against Vitol or any claims that Vitol may bring against any such
Person. In all instances wherein claims are made by a third party against Vitol which will be for
the account of Coffeyville, Coffeyville shall have the right to either direct Vitol to take
commercially reasonable actions in the handling of such claims or assume the handling of such claim
in the name of Vitol, all at Coffeyville’s cost and expense. To the extent that Coffeyville
believes that any claim should be made by Vitol for the account of Coffeyville against any third
party (whether a Counterparty, terminal facility, pipeline, storage facility or otherwise), Vitol
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. Vitol 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. All costs, expenses and damages arising from such claim (including
demurrage) shall be solely for Coffeyville’s account except to the extent arising from Vitol’s
negligence or willful misconduct, it being the express intention of the Parties that Coffeyville
shall solely assume all performance and credit risk of such Person’s default or nonperformance,
regardless of the reason therefore to the extent that such claims relate to the acquisition,
transportation or handling of Crude Oil. All amounts required to settle any claims pursuant
hereto, shall be included in the Transportation and Direct Costs component of the Transfer Price.



18









 





     7.7 Insurance. Coffeyville and Vitol, respectively, 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 as
subsequently agreed, in respect of Vitol’s purchase of Crude Oil under this Agreement (provided the
foregoing shall not limit Coffeyville’s obligation to reimburse any insurance costs pursuant to
Article 12):




     (a) With respect to all Crude Oil (including, but not limited to Crude Oil cargoes)
for which Vitol bears the risk of loss pursuant to Section 9.2 herein, Vitol shall have an
insurable interest and shall procure and maintain property (cargo) damage coverage on an
“all risk” basis in an amount sufficient to cover the market value or potential full
replacement cost. In the event that the market value or potential full replacement cost of
all Crude Oil exceeds the insurance limits available or the insurance limits available at
commercially reasonable rates in the insurance marketplace, Vitol will maintain the highest
insurance limit available at commercially reasonable rates; provided, however, that Vitol
will promptly notify Coffeyville (and, in any event prior to the transportation of any
Crude Oil that would not be fully insured) of Vitol’s inability to fully insure any Crude
Oil and provide full details of such inability.




     (b) With respect to all Crude Oil (including, but not limited to Crude Oil in transit
in pipelines) for which Coffeyville bears the risk of loss pursuant to Section 9.2
herein, Coffeyville shall have an insurable interest and shall procure and maintain
property (cargo) damage coverage on an “all risk” basis in an amount sufficient to cover
the market value or potential full replacement cost. In the event that the market value or
potential full replacement cost of all Crude Oil exceeds the insurance limits available or
the insurance limits available at commercially reasonable rates in the insurance
marketplace, Coffeyville will maintain the highest insurance limit available at
commercially reasonable rates. Vitol shall be named a “loss payee” under such required
coverage. In the event of Coffeyville’s failure to fully insure any Crude Oil otherwise
required to be fully insured hereunder, Coffeyville shall notify Vitol promptly, but no
later than the transportation of such underinsured Crude Oil, providing full details of
such failure, and Vitol shall have the right to fully insure such underinsured Crude Oil.




     (c) Vitol shall procure and maintain liability coverage that includes bodily injury,
property damage and contractual liability, marine or charterers’ liability, and “sudden and
accidental pollution” liability coverage, with limits no less than $100,000,000 per
occurrence and $100,000,000 in the aggregate.




     (d) Coffeyville shall procure and maintain liability coverage that includes bodily
injury, property damage and contractual liability, and “sudden and accidental pollution”
liability coverage, with limits no less than $100,000,000 per occurrence and $100,000,000
in the aggregate.



     7.8 Additional Insurance Requirements.



19









 






     (a) The above-described insurance policies shall include endorsements or other
provisions meeting the following requirements: (i) all rights of subrogation by one
Party’s insurer against the other Party are waived; provided, however, that, if Vitol has
and exercises the right to provided in Section 7.7(b) to fully insure Crude Oil that
Coffeyville has failed to fully insure, such insurance provided by Vitol shall not be
required to include an endorsement or other provision waiving that insurer’s rights of
subrogation against Coffeyville; and, (ii) none of the above-described policies shall be
canceled during the term of this Agreement unless both Parties are given 30 days advance
written notice (or such longer period as may be required by law) prior to cancellation
becoming effective.




     (b) From each Party to the other, insurance certificates shall be issued, in a
standard form and from a properly authorized party reasonably satisfactory to the other
Party, evidencing the existence of the coverages and additional requirements required of
the above-described policies. From each Party to the other, renewal certificates shall be
provided 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) Each Party shall comply with all obligations imposed under the above-described
policies (including without limitation, notice, reporting, and cooperation obligations) and
shall timely pay all premiums.



ARTICLE 8

RESALE AND EXCHANGE OF CRUDE OIL




     8.1 Resale of Crude Oil. Prior to the delivery of Crude Oil to the Delivery Point,
Coffeyville may direct that Vitol 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.



     8.2 Exchanges of Crude Oil. From time to time, due to changes in market, operating
and/or other conditions, Coffeyville may wish to execute exchange or repurchase transactions with
Vitol under which the Parties exchange different grades and/or locations of Crude Oil or Vitol
repurchases Crude Oil it has previously sold or agreed to sell to Coffeyville. Each such
transaction shall be evidenced by a Confirmation in accordance with standard industry practices
and, unless otherwise agreed by the Parties, shall be performed in accordance with the terms set
forth in such Confirmation.



     8.3 Payment for Resale and Exchanges of Crude Oil. In the event that the Parties
engage in any resale or exchange transaction pursuant to the provisions of this Article 8,
any and all amounts due thereunder shall be included in the Provisional Invoice pursuant to
Section 12.2; unless the Parties mutually agree to document any such transaction as a price
roll, with respect to the WTI Price, in accordance with common oil industry trading practices.



20









 





     8.4 Purchase and Sale of Gathered Crude. Coffeyville and Vitol agree that upon the
request of Coffeyville, Vitol shall enter into a purchase agreement to purchase Gathered Crude from
Coffeyville at Cushing, Oklahoma and resell such Gathered Crude to Coffeyville at the Delivery
Point. The sale price for such described purchase and sale transaction shall be the same and no
Origination Fee shall be added thereto.



ARTICLE 9

DELIVERY 




     9.1 Delivery Point. Unless specifically agreed otherwise by the Parties, all Crude
Oil shall be delivered to Coffeyville at the Delivery Point. All such deliveries shall be
evidenced by a meter ticket issued by Plains at the Delivery Point.



     9.2 Title and Risk of Loss. Risk of loss of the Crude Oil shall pass from Vitol to
Coffeyville, as the case may be, (i) for marine transports, as the Crude Oil exits the last
permanent flange of the transporting vessel’s delivery arm for land deliveries at an on-shore
receiving facility, or (ii) for pipeline transports, as the Crude Oil passes the first applicable
custody meter of the delivering Pipeline System. Title to the Crude Oil shall pass from Vitol to
Coffeyville at the Delivery Point, and Coffeyville shall assume custody of Crude Oil as it passes
the Delivery Point. Before custody transfer at the Delivery Point, Vitol 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. 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.



     9.3 Casualty and Other Losses. If a Catastrophic Loss of Crude Oil occurs after the
passage of risk of loss, but prior to the passage of title, to Coffeyville, any such Catastrophic
Loss shall be for Coffeyville’s account, and Coffeyville shall be required to pay Vitol the
Transfer Price with respect to such volumes. Upon receipt of such payment from Coffeyville, Vitol
shall allocate to Coffeyville’s account any insurance proceeds received with respect to such
Catastrophic Loss. Conversely, any Catastrophic Loss of Crude Oil occurring prior to the passage
of risk of loss shall be for Vitol’s account; Vitol shall retain any insurance proceeds received
with respect to such loss, and Coffeyville will bear no obligation with respect thereto.
Notwithstanding anything to the contrary herein, any Crude Oil Gains and Losses shall be borne by
and for the account of Coffeyville and shall be included in the Transfer Price.



     9.4 Vessel Chartering. Vitol shall be responsible for chartering all vessel required
hereunder; provided, however, that Coffeyville may recommend to Vitol from time to
time particular vessel chartering opportunities that become known to Coffeyville. To the extent
that Vitol determines that a vessel opportunity recommended by Coffeyville is reasonable, Vitol
shall use commercially reasonable efforts to charter such vessel. Subject to Coffeyville’s prior
consent, Vitol 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



21









 







required for the ocean transportation of Crude Oil.
Coffeyville shall give Vitol sufficient advance notice of its chartering requirements to permit
Vitol’s timely review and execution thereof. In meeting its obligations under this Section
9.4, Vitol 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.



     9.5 Pipeline Nominations.




     (a) Responsibility of Vitol. Prior to the beginning of each month of the Term, Vitol
shall be responsible for making pipeline and terminal nominations for such month;
provided that, Vitol’s obligation to make such nominations shall be
conditioned on its receiving from Coffeyville the Monthly Crude Nomination in time to
comply with the lead times required by such pipelines and terminals. Coffeyville shall
provide to Vitol information in a timely manner in order to make such nominations or other
scheduling actions. Vitol shall not be responsible if a Pipeline System is unable to
accept Vitol’s nomination or if the Pipeline System must allocate Crude Oil among its
shippers, except to the extent that such non-acceptance is due to the negligence or willful
misconduct of Vitol.




     (b) Responsibility of Coffeyville. Coffeyville shall have direct contact with the
terminal and pipeline personnel and will direct, as Vitol’s agent, the daily transportation
and blending of Crude Oil in such terminal. Coffeyville shall indemnify and hold harmless
Vitol for any and all Liabilities related to or arising out of such agency, and the Parties
acknowledge and agree that the scope of such agency is strictly limited to the terms
hereof.




     (c) Spearhead Pipeline Procedures. Notwithstanding anything to the contrary herein,
all shipments of Crude Oil on the Spearhead Pipeline shall be subject to the procedures set
forth in Schedule C. The Spearhead Pipeline capacity subject that is subject to
this Agreement shall only be used by Vitol for the benefit of Coffeyville.



ARTICLE 10

NOMINATIONS




     10.1 Monthly Nomination. No later than the first (1st) day of each month
of the Term, Coffeyville shall provide a preliminary nomination, via facsimile to Vitol, of the
volume of Crude Oil it desires Vitol to purchase from Counterparties for the following month. Such
nomination shall specify the anticipated delivery of Crude Oil by volume and grade. In addition,
by the twenty-fifth (25th) day of each month during the Term, Coffeyville will advise
Vitol via facsimile of its crude requirements for the Refinery for the following month (each, the
“Monthly Crude Nomination”). The Monthly Crude Nomination shall be consistent with the blending
program established by Coffeyville with the Terminal Operators.



22









 





     10.2 Daily Nomination. By 9:00 a.m. CT of each Business Day, Coffeyville shall
provide Vitol and the Terminal Operator with a nomination for Crude Oil to be transferred each day
out of the Terminal and into the Plains Pipeline System to Coffeyville over the period from that
Business Day until the end of the next succeeding Business Day (the “Crude Oil Withdrawal”). The
Parties acknowledge that a Crude Oil Withdrawal may be comprised of multiple Crude Oil Lots or
portions thereof. Coffeyville shall nominate the oldest Crude Oil Lot in the event that there are
two (2) or more Crude Oil Lots of the same crude oil grade available for delivery.



     10.3 Changes to Nominations. Coffeyville shall notify Vitol promptly upon learning of
any material change in any
previously provided projections or if it is necessary to reschedule any pipeline nominations
confirmed by the applicable Terminal Operator. Vitol shall schedule any changes in nominations
through the applicable Terminal Operator, as necessary, and all costs associated therewith shall be
for Coffeyville’s account, including any costs associated with resetting the applicable WTI
Contracts to reflect such changes to the nominated volumes.



     10.4 Delivery Disruption. If a cargo or pipeline tender of Crude Oil purchased or
paid for by Vitol cannot be delivered to the Designated Tanks or the Delivery Point for any reason,
including lack of adequate or appropriate tankage for storage, Vitol, at its option and its sole
discretion, shall be entitled to (a) deliver the Crude Oil to an alternate location in accordance
with instructions received from Coffeyville and demand immediate payment from Coffeyville for such
Crude Oil, or (b) sell such Crude Oil to a third party, in which case Coffeyville shall be liable
to Vitol for any shortfall, or Vitol shall be liable to Coffeyville for any excess, between (i) the
revenues received by Vitol from such third-party sale and (ii) the price that Coffeyville would
have paid Vitol pursuant to this Agreement, plus all direct and indirect costs of cover and
documented hedge expenses. Any amount owed to a Party pursuant to this Section 10.4 shall
be included in the next Weekly True-Up Payment.



ARTICLE 11

CRUDE OIL INSPECTION AND MEASUREMENT




     11.1 Delivered Volumes. The volume of all Crude Oil purchased and sold under this
Agreement shall be based on the bill of lading volumes (the “B/L Volumes”) under the applicable
Third Party Contracts. Specifically, the B/L Volumes shall be equal to (a) in the case of FOB
marine deliveries based on load port volumes, the quantity of Crude Oil specified in the applicable
bill of lading, as determined by the Independent Inspector designated in the Third Party Contract,
(b) in the case of marine deliveries based on delivered volumes, the quantity of Crude Oil
discharged into shore tanks, as determined by the Independent Inspector designated in the Third
Party Contract, and (c) in the case of pipeline deliveries, the pipeline meter ticket volumes
received by Vitol under the applicable Third Party Contract. The actual volume of Crude Oil
delivered to Coffeyville at the Delivery Point shall be based on the pipeline meter ticket at the
flange connection between the Plains Pipeline System and the pipeline connector at Broome Station.
Any differences between the applicable B/L Volumes and the actual volumes



23









 







delivered to Coffeyville
at the Delivery Point shall be accounted for as Crude Oil Gains and Losses.



     11.2 Quality of Delivered Volumes. The quality of all volumes of Crude Oil delivered
to Coffeyville hereunder shall be based on the determination of the Independent Inspector pursuant
to the applicable Third Party Contract. Vitol shall promptly deliver to Coffeyville a copy of each
such Independent Inspector’s report.



     11.3 Inspector’s Reports. Certificates of quality and quantity countersigned by the
Independent Inspector shall be final and binding on both Parties, absent manifest error or fraud.
Coffeyville shall instruct the Independent Inspector to retain samples of Crude Oil for a period of
ninety (90) days from and after the date of each measurement.



     11.4 Recalibration of Designated Tanks. Vitol may, acting reasonably, require at any
time that the Designated Tanks be recalibrated in accordance with the procedures set forth in this
Section 11.4. Notwithstanding the foregoing, the Parties agree that not less than once
each calendar year, the Parties shall instruct the Independent Inspector to calibrate the
Designated Tanks and measure the volume of Crude Oil contained therein. The Independent
Inspector’s report shall be distributed to each Party and the results therein shall be final and
binding on the Parties, absent fraud or manifest error. The Parties shall thereafter adjust their
books and records to reflect the actual volumes of Crude Oil reflected in the Independent
Inspector’s report. If such volumes are not consistent with the B/L Volumes, any surplus or
shortfall shall be accounted for as Crude Oil Gains and Loses. All costs and fees related to the
recalibration of the Designated Tanks shall be for Coffeyville’s account.



ARTICLE 12

PRICE AND PAYMENT FOR CRUDE OIL




     12.1 Crude Oil Purchase Price. For each Crude Oil Lot, Coffeyville shall pay Vitol an
amount equal to the transfer price (the “Transfer Price”), which shall be equal to (***). For
purposes of such calculations, the following provisions shall apply:




     (a) WTI Price. Not later than one (1) Business Day prior to the first
(1st) day that the applicable Third Party Contract(s) commences pricing in
accordance with the terms thereof, Coffeyville may nominate one or more WTI Contracts to be
included in the Transfer Price as the WTI price (the “WTI Price”). In the event that
Coffeyville nominates more than one WTI Contract, Coffeyville will designate the percentage
of the Crude Oil Lot applicable to each WTI Contract, with the total of all such
percentages to equal one hundred percent (100%). If Coffeyville fails to nominate any WTI
Contracts within such time frame, the second-line WTI Contract shall be deemed to be the
WTI Price for the subject Crude Oil Lot. The actual WTI Price used in calculating the
Transfer Price shall be the settlement value published the first day following the date of
delivery of the applicable Crude Oil Withdrawal.



24









 






     (b) WTI Price Rolls. Coffeyville may at any time change a WTI Contract by notifying
Vitol of the new WTI Contract. The Parties shall mutually agree to the values applicable
to any such changes to the applicable WTI Contract(s). For the avoidance of doubt, the
Parties acknowledge that Vitol shall not be required to enter into any such WTI Contracts
on Coffeyville’s behalf or to
deliver evidence of any such WTI Contracts to Coffeyville. Rather, it is the intent
of the Parties that any applicable rolls of WTI Contracts shall be accounted for in the
valuation process of the WTI Differential. Absent any instructions from Coffeyville to the
contrary, the Parties agree that an expiring WTI Contract will roll to the next succeeding
month contract, effective on the first (1st) Business Day prior to the day of
expiration of such WTI Contract. WTI rolls contemplated by this Section shall be executed
at values mutually agreed to by the Parties.




     (c) WTI Differential. The WTI differential (the “WTI Differential”) shall be equal to
the difference between the Contract Price and the weighted average of the WTI Contract(s)
corresponding to the subject Crude Oil Lot, or portion thereof, where the WTI Contract
prices are the settlement prices over the days the Contract Price is determined. The WTI
Differential shall be amended, as necessary, to reflect the substitution or replacement of
any WTI Contracts, to include, but not be limited to, WTI Price rolls pursuant to
Section 12.1(b), and grade exchange differentials, if any. All costs and fees
related to any substitution or replacement of any WTI Contracts shall be for Coffeyville’s
account.




     (d) Transportation and Direct Costs. Transportation and direct costs (“Transportation
and Direct Costs”) shall include all actual direct and indirect third party expenses and/or
Agreed Costs associated with acquiring and moving Crude Oil from the acquisition point to
the Delivery Point, including, but not limited to, freight, lightering, inspection fees,
insurance, wharfage and dock fees, canal fees, port expenses and ship’s agent fees, export
charges, customs duties and user fees, tariffs, Taxes (including harbor maintenance Taxes),
any charges imposed by a Governmental Authority, tankage and throughput charges, broker’s
fees, demurrage, pipeline loss allowances, terminal fees, Deemed L/C Fees. For the sake of
greater clarity and without limiting the previous sentence, Transportation and Direct Costs
includes all actual direct and indirect third party expenses and/or Agreed Costs associated
with the settlement or discharge of crude oil contracts for physical delivery where such
physical contracts arise as a necessary and direct consequence of a Crude Oil Lot,
including but not limited to exchange for difference contracts, location exchange
contracts, and WTS-WTI buy-sell contracts.



     12.2 Provisional Invoice.




     (a) Invoiced Dates. On the day of each Crude Oil Withdrawal, Vitol shall prepare and
deliver to Coffeyville a provisional invoice (each, the “Provisional Invoice”), which
Provisional Invoice shall be due and payable in full on such day. The Provisional Invoice
shall include: (i) any corrections to volumes forecasted in a prior invoice for delivery on
such date, (ii) any



25









 







corrections to the WTI Prices forecasted in a prior invoice for volumes
delivered, (iii) any volumes resold or exchanged pursuant to Article 8, if
applicable, and (iv) volumes forecasted for delivery up to and including the immediately
subsequent Business Day.




     (b) Invoice Calculations. The purchase price set forth in the Provisional Invoice
(the “Provisional Transfer Price”) shall be equal to the Transfer Price for the specified
Crude Oil Withdrawal multiplied by (***). Vitol, acting reasonably, shall use its best
estimates for calculating the Transportation and Direct Costs applicable to such Crude Oil
Withdrawal to the extent that such amounts are not yet ascertainable. Each Crude Oil Lot,
or portion thereof, included in a Crude Oil Withdrawal shall be allocated on a first-in,
first-out basis, and the Provisional Invoice shall be based on the Transfer Price
applicable, on a volumetric basis, to each such Crude Oil Lot, or portion thereof. Vitol
shall use its best estimate of the trading price for purposes of calculating the WTI Price
component of the Transfer Price. In the event that two or more WTI Contracts apply to a
Crude Oil Lot, the Provisional Transfer Price shall be computed using the WTI Contracts in
sequential order beginning with the most prompt contract first. The Parties acknowledge
that the Provisional Transfer Price will be trued-up in accordance with Section
12.3 to reflect the actual Transfer Price based on the actual components set forth in
Section 12.1.




     (c) Components of Transfer Price. Prior to a Crude Oil Withdrawal of a Crude Oil Lot,
or portion thereof, Vitol shall continuously update its books and records to reflect the
best information available with respect to each component of the Transfer Price for such
Crude Oil Lot, or portion thereof, including volume and costs. Upon the occurrence of the
first Crude Oil Withdrawal with respect to a Crude Oil Lot, or portion thereof, the
Transportation and Direct Costs component of the Transfer Price for purposes of the
Provisional Invoice shall be established and any subsequent revisions to the Transfer Price
as a result of obtaining more accurate information with respect to the Transportation and
Direct Costs shall be addressed in the weekly true-up calculations pursuant to Section
12.3. All other components of the Transfer Price (other than the Transportation and
Direct Costs and the Origination Fee) shall be continually updated by Vitol and the best
available information shall be used for purposes of calculating the Provisional Invoice.



     12.3 Weekly True-Ups. On the third (3rd) Business Day of each week during
the Term, Vitol shall prepare and deliver to Coffeyville an invoice (the “True-Up Invoice”) that
corrects the Provisional Invoices issued since the date of the last True-Up Invoice to reflect the
actual prices and actual volumes applicable to each component of the Transfer Price for each Crude
Oil Withdrawal. Vitol shall have the right to issue additional True-Up Invoices until all numbers
are final and accurate. In addition, if the actual volume of a Crude Oil Lot differs from the
volumes used in calculating the Provisional Invoices, then the true-up for such volume correction
shall use the Transfer Prices applicable to such Crude Oil Lot. In the event that the sum set
forth in the True-Up Invoice is greater than the sum set forth in the Provisional Invoice, the
difference



26









 







shall be paid by Coffeyville to Vitol; however, if the sum set forth in the
Provisional Invoice exceeds the sum set forth in the True-Up Invoice, the difference
shall be paid
by Vitol to Coffeyville. All amounts due and owing hereunder (the “Weekly True-Up Payment”) shall
be paid by the owing Party to the
other Party on the next Business Day following Coffeyville’s receipt of the corrected invoice.



     12.4 Working Capital Fee. On the first (1st) Business Day following the
nineteenth (19th) day of each month, Vitol shall compute the working capital charge (the
“Capital Charge”) for the period from the nineteenth (19th) day of the previous month
until the eighteenth (18th) day of such current month (the “Working Capital Period”),
and shall deliver to Coffeyville a working capital statement in sufficient detail (the “Working
Capital Statement”). The Capital Charge shall be equal to (***) for each day in the Working
Capital Period. The Daily Capital Charge shall be equal (***). Any payments due under this
Section 12.4, shall be payable on the first (1st) Business Day following Vitol’s
delivery of the Working Capital Statement to Coffeyville.



     12.5 Other Statements. If any other amount is due from one Party to the other
hereunder (not including the Transfer Price), and if provision for the invoicing of that amount due
is not made elsewhere in this Agreement, then the Party to whom such amount is due shall furnish a
statement therefore to the other Party, along with pertinent information showing the basis for the
calculation thereof. Upon request, the Party who issued a statement under this Section
12.5 shall provide reasonable supporting documentation to substantiate any amount claimed to be
due.



     12.6 Payment.




     (a) Form of Payment. Each Party shall pay, or cause to be paid, by telegraphic
transfer of same day funds in U.S. Dollars, all amounts that become due and payable by such
Party to a bank account or accounts designated by and in accordance with instructions
issued by the other Party. Each payment of undisputed amounts (the disputed portion of
which is addressed under Section 12.7) owing hereunder shall be in the full amount
due without reduction or offset for any reason (except as expressly allowed under this
Agreement), including Taxes, exchange charges or bank transfer charges. Notwithstanding
the immediately preceding sentence, the paying Party shall not be responsible for a
designated bank’s disbursement of amounts remitted to such bank, and a deposit in same day
funds of the full amount of each statement with such bank shall constitute full discharge
and satisfaction of such statement.




     (b) Payment Date. If any payment due date should fall on a Saturday or non-Monday
weekday that is not a Business Day in New York City, payment is to be made on the
immediately preceding Business Day. If the payment due date should fall on a Sunday or
Monday which is not a Business Day in New York City, payment is to be made on the
immediately following Business Day.




     (c) Interest. All payments under this Agreement not paid by the due date as defined
herein shall accrue interest at the Base Interest Rate. Interest shall



27









 







run from, and including, the applicable due date of the payment to, but excluding, the
date that payment is received.



     12.7 Disputed Payments. In the event of a disagreement concerning any statement or
invoice issued pursuant hereto, the owing Party shall make provisional payment of the total amount
owing and shall promptly notify the receiving Party of the reasons for such disagreement, except
that in the case of an obvious error in computation, the owing Party shall pay the correct amount
disregarding such error. Statements may be contested by a Party only if, within a period of one
(1) year after a Party’s receipt thereof, the owing Party serves on the receiving Party notice
questioning their correctness. If no such notice is served, statements shall be deemed correct and
accepted by all Parties. The Parties shall cooperate in resolving any dispute expeditiously.
Within two (2) Business Days after resolution of any dispute as to a statement, the Party owing a
disputed amount, if any, shall pay such amount, with interest at the Base Interest Rate from the
original due date to but not including the date of payment.



ARTICLE 13

TAXES




     Coffeyville shall be liable for (i) all Taxes imposed on Crude Oil as a result of the
transportation, storage, importation or transfer of title of such Crude Oil from Vitol to
Coffeyville at the Delivery Point, and (ii) all Taxes imposed after delivery of such Crude Oil to
Coffeyville at the Delivery Point.



ARTICLE 14

INFORMATION AND REQUESTS FOR ADEQUATE ASSURANCES




     14.1 Financial Information. Coffeyville shall provide Vitol (a) within ninety (90)
days following the end of each of its fiscal years (or such later date on which the annual report
is delivered by Coffeyville or its Affiliates to the SEC), a copy of its annual report, containing
audited consolidated financial statements for such fiscal year certified by independent certified
public accountants, (b) within forty-five (45) days after the end of its first three (3) fiscal
quarters of each fiscal year (or such later date on which the applicable quarterly report is
delivered by Coffeyville or its Affiliates to the SEC), a copy of its quarterly report, containing
unaudited consolidated financial statements for such fiscal quarter and (c) within forty (40) days
after the end of each month, a monthly income statement, balance sheet and cash flow statement
prepared consistently with prior practices. In all cases the statements shall be for the most
recent accounting period and the annual and quarterly statements shall be prepared in accordance
with GAAP; 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
Event of Default so long as Coffeyville or its Affiliates diligently pursues the preparation,
certification and delivery of such statements.



     14.2 Notification of Certain Events. Each Party shall notify the other Party at least
one Business Days prior to any of the following events, as applicable:



28









 






     (a) As to Coffeyville, it 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




     (b) As to either Party, its 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).


For purposes of this Section 14.2, an Affiliate of Coffeyville shall include entities up to
the level of CVR Energy, Inc., but not above CVR Energy, Inc., and an Affiliate of Vitol shall
include only Vitol Holdings BV. In addition, this Section 14.2 shall not apply to any
future public offering of stock of Coffeyville or any of its Affiliates or to an internal corporate
reorganization where the ultimate beneficial ownership of such party does not change.




     14.3 Adequate Assurances. Vitol 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 3 Business Days of giving such
notice if:




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




     (b) Coffeyville defaults with respect to any payment hereunder (after giving effect to
any applicable grace period).


Vitol’s right to request Adequate Assurance pursuant to Section 14.3(a) shall include, but
not be limited, the occurrence of a spin-off of CVR Partners, LP to the stockholders of CVR Energy,
Inc. and/or any internal corporate reorganization where Coffeyville or CVR Energy, Inc., as the
case may be, is not as creditworthy following such transaction as prior thereto.



In the event Vitol gives such a notice pursuant to Section 14.3(a) above, such notice shall
include a summary of the information upon which Vitol has based its determination that such
reasonable grounds for insecurity exist. Such summary shall be in sufficient detail to reasonably
communicate Vitol’s grounds that insecurity exists; however, in no event shall the nature of
Vitol’s notice relieve Coffeyville of its obligation to provide Adequate Assurance hereunder.




     14.4 Eligible Collateral. Any requirement for Adequate Assurance shall be satisfied
only by Coffeyville’s delivery of Eligible Collateral. Eligible Collateral shall be posted in an
amount equal to not less than Vitol’s financial exposure under this Agreement (the “Cover
Exposure”). Cover Exposure shall
mean the amount, either positive or negative, that is the difference between the Crude Oil
valued at the applicable Provisional Transfer Prices and the fair market value of the Crude Oil,
which shall reflect any adjustments for the quality of the Crude Oil as compared to WTI. (For the
avoidance of doubt, Crude Oil shall mean the total aggregate volume of all Crude Oil held by Vitol



29









 







on the date of such calculations). In addition, in order to continue to satisfy any requirement
for Adequate Assurance, the amount of any Eligible Collateral shall be adjusted from time to time
so that it is sufficient to satisfy the Cover Exposure, as it may fluctuate from time to time.
Vitol shall, from time to time, compute the Cover Exposure in a commercially reasonable manner.



     14.5 Failure to Give Adequate Assurance. Without prejudice to any other legal
remedies available to Vitol and without Vitol incurring any Liabilities (whether to Coffeyville or
to a third party), Vitol may, at its sole discretion, take any or all of the following actions if
Coffeyville fails to give Adequate Assurance as required pursuant to Section 14.3: (a)
withhold or suspend its obligations, including payment obligations, under this Agreement, (b) sell
any Crude Oil inventory, (c) proceed against Coffeyville for damages occasioned by Coffeyville’s
failure to perform or (d) exercise its termination rights under Article 20.



     14.6 Coffeyville Right to Terminate. 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 Vitol, terminate this Agreement. Such termination by Coffeyville
shall not be a default hereunder and shall be deemed a termination pursuant to Article 20;
provided that nothing in this Section 14.6 shall limit any of Vitol’s rights in the event
Coffeyville fails to maintain Adequate Assurance or any other Event of Default with respect to
Coffeyville occurs.



ARTICLE 15

REFINERY TURNAROUND, MAINTENANCE AND CLOSURE




     15.1 Scheduled Maintenance. Coffeyville shall provide to Vitol on the Commencement
Date and on an annual basis thereafter, at least thirty (30) days prior to the beginning of each
calendar year during the Term, its anticipated timing of Scheduled Maintenance during the upcoming
year, and shall update such schedule as soon as practical following any change to the maintenance
schedule. 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 Vitol has
committed to purchase.



     15.2 Unscheduled Maintenance. Coffeyville shall immediately notify Vitol orally
(followed by prompt written notice) of any previously unscheduled downtime, maintenance or
turnaround and the expected duration of such unscheduled downtime, maintenance or turnaround.



     15.3 Failure to Accept Deliveries. In the event that the Refinery is unable, for
whatever reason other than Scheduled Maintenance, to accept deliveries of Crude Oil for a period of
thirty (30) consecutive days, consistent with prior practices, then Vitol shall be entitled to
suspend deliveries of Crude Oil until such time as the Refinery has resumed its normal receipt
schedule. During such period of suspension, Vitol, at its option and its sole discretion, shall be
entitled to (a) deliver the Crude Oil to an alternate location in accordance with instructions
received from Coffeyville and demand immediate payment



30









 







from Coffeyville for such Crude Oil, or (b)
sell such Crude Oil to a third party, in which case Coffeyville shall be liable to Vitol for any
shortfall, or Vitol shall be liable to Coffeyville for any excess, between (i) the revenues
received by Vitol from such third party sale and (ii) the price that Coffeyville would have paid
Vitol pursuant to this Agreement, plus all direct and indirect costs of cover and documented hedge
expenses. Any amount owed to a Party pursuant to this Section 15.3 shall be included in
the next Weekly True-Up Payment.



ARTICLE 16

COMPLIANCE WITH APPLICABLE LAWS




     16.1 Compliance With Laws. Each Party shall, in the performance of its duties under
this Agreement, comply in all material respects with all Applicable Laws. Each Party shall
maintain the records required to be maintained by Environmental Laws and shall make such records
available to the other Party upon request.



     16.2 Reports. All reports or documents rendered by either Party to the other Party
shall, to the best of such rendering Party’s knowledge and belief, accurately and completely
reflect the facts about the activities and transactions to which they relate. Each Party shall
promptly notify the other Party if at any time such rendering Party has reason to believe that the
records or documents previously furnished to such other Party are no longer accurate or complete in
any material respect.



ARTICLE 17

FORCE MAJEURE




     17.1 Event of Force Majeure. Neither Party shall be liable to the other Party if it
is rendered unable by an event of Force Majeure to perform in whole or in part any of its
obligations hereunder, 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 shall use all commercially reasonable efforts to avoid or remove the event
of Force Majeure. During the period that performance by one of the Parties of a part or whole of
its obligations has been suspended by reason of an event of Force Majeure, the other 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.



     17.2 Notice. The Party rendered unable to perform its obligations hereunder shall
give notice to the other Party within twenty-four (24) hours after receiving notice of the
occurrence of an event of Force Majeure, including, to the extent feasible, the details and the
expected duration of the event of Force Majeure and the volume of Crude Oil affected. Such Party
shall promptly notify the other Party when the event of Force Majeure is terminated.



     17.3 Termination and Curtailment. In the event that a Party’s performance is
suspended due to an event of Force Majeure in excess of ninety (90) consecutive days from the date
that notice of such event is given, and so long as such event is continuing,



31









 







the non-claiming
Party, in its sole discretion, may terminate or curtail its obligations under this Agreement by
notice to the other Party, and neither Party shall have any further liability to the other Party in
respect of this Agreement except for the rights and remedies previously accrued under this
Agreement, including any payment and indemnification obligations by either Party under this
Agreement.



     17.4 Resumption of Performance. If this Agreement is not terminated pursuant to this
Article 17 or any other provision of this Agreement, performance of this Agreement 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 for the period of any event of Force Majeure.



ARTICLE 18

MUTUAL REPRESENTATIONS, WARRANTIES AND COVENANTS




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




     (a) It is an “Eligible Contract Participant” as defined in Section 1a (12) of the
Commodity Exchange Act, as amended.




     (b) It is a “forward contract merchant” in respect of this Agreement and each sale of
Crude Oil hereunder is a forward contract for purposes of the United States Bankruptcy
Code, 11 U.S.C. §§ 101 et seq., as amended from time to time.




     (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 Applicable Law, 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.



32









 






     (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, fraudulent conveyance 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 and an implied covenant of good faith and fair dealing).




     (h) No Event of Default under Article 19 with respect to it 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 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.




     (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) 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 (other than brokers’ fees agreed upon
by the Parties).




     (o) 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.



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ARTICLE 19

DEFAULT AND REMEDIES




     19.1 Events of Default. Notwithstanding any other provision of this Agreement, an
Event of Default shall be deemed to occur with respect to a Party when:




     (a) Such Party fails to make payment when due under this Agreement, within one (1)
Business Day of a written demand therefor.




     (b) Other than a Default described in Sections 19.1(a) and (c), such
Party fails to perform any obligation or covenant to the other Party under this Agreement,
which failure is not cured to the satisfaction of the other Party (in its sole discretion)
within five (5) Business Days from the date that such Party receives written notice that
corrective action is needed.




     (c) Such Party breaches any material representation or material warranty made or
repeated or deemed to have been made or repeated in this Agreement by such Party, or any
warranty or representation in this Agreement 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, it is
only an Event of Default if such breach is not cured to the reasonable satisfaction of the
other Party (in its sole discretion) within ten (10) Business Days from the date that such
Party receives notice that corrective action is needed.




     (d) Such Party or its Designated Affiliate (i) defaults under a Specified Transaction
and, after giving effect to any applicable notice requirement or grace period, there occurs
a liquidation of, an acceleration of obligations under, or any early termination of, such
Specified Transaction, (ii) 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 (3) Business Days if there is no applicable notice requirement or grace period) or
(iii) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified
Transaction (or such action is taken by any Person appointed or empowered to operate it or
act on its behalf).




     (e) Such Party becomes Bankrupt.




     (f) Coffeyville fails to provide Adequate Assurance in accordance with Section
14.3.




     (g) 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.




     (h) There shall occur either (i) a default, event of default or other similar
condition or event (however described) in respect of Coffeyville or any of



34









 







its Affiliates
under one or more agreements or instruments relating to any 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 Specified Indebtedness and instruments
before it would have otherwise been due and payable or (ii) 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 relating to any Specified Indebtedness (after giving effect to any applicable
notice requirement or grace period), provided that a default under clause (ii) above shall
not constitute an Event of Default if (a) the default was caused solely by error or
omission of an administrative or operational nature; (b) funds were available to enable
Coffeyville or its Affiliate, as the case may be, to make the payment when due; and (c) the
payment is made within two (2) Business Days of such Coffeyville’s or its Affiliates, as
the case may be, receipt of written notice of its failure to pay.




     (i) Coffeyville or CVR Energy, Inc. (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 CVR Energy, Inc. (a) does not assume, in a manner reasonably satisfactory to Vitol, all
of Coffeyville’s obligations hereunder, or (b) has an “issuer credit” rating below BBB- by
Standard and Poor’s Ratings Group or Baa3 by Moody’s Investors Service, Inc. (or an
equivalent successor rating classification).




A future public offering of stock of Coffeyville or any of its Affiliates, a spin-off of
CVR Partners, LP to the stockholders of CVR Energy, Inc. and/or an internal corporate
reorganization where the ultimate beneficial ownership of such Party
does not change shall not result in an Event of Default under this Agreement pursuant to
clauses (g) and (i) above.




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



     19.2 Remedies. Notwithstanding any other provision of this Agreement, upon the
occurrence of an Event of Default with respect to either Party (the “Defaulting Party”), the other
Party (the “Performing Party”) shall in its sole discretion, in addition to all other remedies
available to it and without incurring any Liabilities to the Defaulting Party or to third parties,
be entitled to do one or more of the following: (a) suspend its performance under this Agreement
without prior notice to the Defaulting Party, (b) proceed against the Defaulting Party for damages
occasioned by the Defaulting Party’s failure to perform, (c) upon one (1) Business Day’s notice to
the Defaulting Party, immediately terminate and liquidate all Transactions between the Parties by
calculating a Termination Payment, in the manner set forth in Section 20.2, and sell any or
all Crude Oil to third party purchasers and (d) exercise its rights of liquidation and setoff with



35









 







respect to all Specified Transactions as set forth in Section 20.4. Notwithstanding the
foregoing, in the case of an Event of Default described in Section 19.1(e), no prior notice
shall be required.



     19.3 Forbearance Period. If an Event of Default of the type referred to in
Section 19.1(h) occurs, Vitol 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 19.2 to the extent it is otherwise entitled to do so based on
such occurrence; provided that:




     (a) at all times during the Forbearance Period, either the Cover Exposure shall equal
zero or the aggregate amount of Undrawn Letters of Credit shall exceed the Cover Exposure;
and




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


The Forbearance Period shall end on the earlier to occur of (i) the sixtieth (60th) day following
the occurrence of the Specified Indebtedness Event of Default or (ii) the time as of which the
condition in either clause (a) or (b) of Section 19.3 is no longer satisfied. During the
Forbearance Period, Vitol shall continue to supply Crude Oil to Coffeyville pursuant to the
provisions hereof.



From and after the end of the Forbearance Period, Vitol shall be entitled to exercise any and all
of the rights and remedies it may have (including without limitation under Section 19.2)
based on the occurrence of such Event of Default as if no Forbearance Period had occurred
(regardless of whether such Event of Default has been remedied or waived during such Forbearance
Period).




     19.4 Instructions Concerning Operational Matters. At any time upon an Event of
Default by
Coffeyville, Vitol may instruct (a) the Terminal Operators to cancel any Crude Oil nominations
scheduled for delivery from Vitol to Coffeyville and re-nominate such Crude Oil to Vitol’s
consignee as Vitol may direct and (b) the relevant Pipeline Systems that Vitol will be using
Coffeyville’s nominated shipping capacity to ship Crude Oil that otherwise would be sold to
Coffeyville to Vitol’s consignee as Vitol may direct. The provisions of this Section 19.4
shall terminate at such time as Vitol has removed and sold all Crude Oil titled in the name of
Vitol but held for Coffeyville, or Vitol has been paid all amounts due and owing hereunder.



ARTICLE 20

FINAL SETTLEMENT




     20.1 Effects of Termination. Upon the termination or expiration of this Agreement,
Coffeyville shall acquire (a) all Crude Oil located in the Designated Tanks, and (b) all Crude Oil
in transit by vessel or in pipelines to be delivered into the Designated Tanks (collectively, the
“Final Inventory”), all of which shall be purchased by Coffeyville at the Transfer Price effective
as of the date of termination or expiration. Such final purchase and sale Transactions shall be
invoiced by Vitol and paid for by



36









 







Coffeyville in accordance with the procedures set forth in
Article 12, except that (i) Coffeyville shall pay one hundred percent (100%) of the
Transfer price (***), and (ii) Vitol may prepare and deliver to Coffeyville True-Up Invoices as
soon as the necessary information becomes available. The Final Inventory Volumes shall be
determined in accordance with the inventory procedures set forth in Schedule B. In the
event that Coffeyville fails to purchase such Crude Oil in accordance with the terms of this
Section 20.1, Vitol shall be entitled to sell the Crude Oil and recover from Coffeyville
any and all cover damages (including all breakage costs) resulting therefrom.



     20.2 Close Out of Transactions Under the Agreement. Upon the occurrence of an Event
of Default, the Performing Party shall, in its sole discretion, in addition to all other remedies
available to it and without incurring any Liabilities to the Defaulting Party or to third parties,
be entitled to designate a date not earlier than the date of such notice (the “Termination Date”)
on which all Transactions shall terminate. The Performing Party shall be entitled to close out and
liquate each Transaction at its market price, as determined by the Performing Party in a
commercially reasonable manner as of the Termination Date, and to calculate an amount equal to the
difference, if any, between the market price and the Transfer Price for each Transaction. The
Performing Party shall aggregate the net gain or loss with respect to all terminated Transactions
as of the Termination Date to a single dollar amount (the “Liquidation Amount”). The Performing
Party shall notify the Defaulting Party of the Liquidation Amount due from or due to the Defaulting
Party, after taking into account any collateral or margin held by either Party (the “Termination
Payment”).



     20.3 Payment of Termination Payment. As soon as reasonably practicable after the
Termination Date, the
Performing Party shall provide the Defaulting Party with a statement showing, in reasonable
detail, the calculation of the Liquidation Amount and the Termination Payment. If the Defaulting
Party owes the Termination Payment to the Performing Party, the Defaulting Party shall pay the
Termination Payment on the first (1st) Business Day after it receives the statement. If
the Performing Party owes the Termination Payment to the Defaulting Party, the Performing Party
shall pay the Termination Payment once it has reasonably determined all amounts owed by the
Defaulting Party to it under all Transactions and its rights of setoff under Section 20.4.



     20.4 Close Out of Specified Transactions. An Event of Default under this Agreement
shall constitute a material breach and an event of default, howsoever described, under all
Specified Transactions. The Performing Party (or any of its Affiliates) may, by giving a notice to
the Defaulting Party, designate a Termination Date for all Specified Transactions and, upon such
designation, terminate, liquidate and otherwise close out all Specified Transactions. If the
Performing Party elects to designate a Termination Date under this Section 20.4 for
Specified Transactions, the Performing Party shall calculate, in accordance with the terms set
forth in such Specified Transactions, the amounts, whether positive or negative, due upon early
termination under each Specified Transaction and shall determine in good faith and fair dealing the
aggregate sum of such amounts, whether positive or negative (“Specified Transaction Termination
Amount”). If a particular Specified Transaction does not provide a method for determining what is
owed upon termination, then the amount due upon early



37









 







termination shall be determined pursuant to
Section 20.2, as if the Specified Transaction was a Transaction. On the Termination Date
or as soon as reasonably practicable thereafter, the Performing Party shall provide the Defaulting
Party with a statement showing, in reasonable detail, the calculation of the Specified Transaction
Termination Amount. If the Specified Transaction Termination Amount is a negative number, and the
Performing Party owes a Termination Payment to the Defaulting Party, the Performing Party shall pay
the Defaulting Party the Specified Transaction Termination Amount at the time of its payment of the
Termination Payment under Section 20.2. If the Specified Transaction Termination Amount is
a positive number, the Defaulting Party shall pay the Performing Party such Specified Transaction
Termination Amount on demand; provided, however, that the Performing Party, at its
election, may setoff any Termination Payment owed by the Defaulting Party to the Performing Party
pursuant to Section 20.2 against any Specified Transaction Termination Amount owed by the
Performing Party to the Defaulting Party and may setoff any Specified Transaction Termination
Amount owed to the Performing Party by the Defaulting Party against any Termination Payment owed by
the Performing Party to the Defaulting Party pursuant to Section 20.2. The Performing
Party shall notify the Defaulting Party of any setoff affected under this Section 20.4.



     20.5 Non-Exclusive Remedy. The Performing Party’s rights under this Article
20 shall be in addition to, and not in limitation or exclusion of, any other rights that it may
have (whether by agreement, operation of law or otherwise), including any rights and remedies under
the UCC; provided, however, that (a) if the Performing Party elects to exercise its
rights under Section 20.2, it shall do so with respect to all Transactions, and (b) if the
Performing
Party elects to exercise its rights under Section 20.4, it shall do so with respect to
all Specified Transactions. The Performing Party may enforce any of its remedies under this
Agreement successively or concurrently at its option. No delay or failure on the part of a
Performing Party to exercise any right or remedy to which it may become entitled on account of an
Event of Default shall constitute an abandonment of any such right, and the Performing Party shall
be entitled to exercise such right or remedy at any time during the continuance of an Event of
Default. All of the remedies and other provisions of this Article 20 shall be without
prejudice and in addition to any right of setoff, recoupment, combination of accounts, lien or
other right to which any Party is at any time otherwise entitled (whether by operation of law, in
equity, under contract or otherwise).



     20.6 Indemnity. The Defaulting Party shall indemnify and hold harmless the Performing
Party for all Liabilities incurred as a result of the Default or in the exercise of any remedies
under this Article 20, including any damages, losses and expenses incurred in obtaining,
maintaining or liquidating commercially reasonable hedges relating to any Crude Oil sold and WTI
Contracts entered into hereunder, all as determined in a commercially reasonable manner by the
Performing Party.



ARTICLE 21

INDEMNIFICATION AND CLAIMS




     21.1 Vitol’s Duty to Indemnify. To the fullest extent permitted by Applicable Law and
except as specified otherwise elsewhere in this Agreement, Vitol shall defend,



38









 







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 Vitol of any covenant or agreement contained herein or made in connection herewith or
any representation or warranty of Vitol made herein or in connection herewith proving to be false
or misleading, (ii) Vitol’s handling, storage or refining of any Crude Oil or the products thereof,
(iii) any failure by Vitol to comply with or observe any Applicable Law, (iv) Vitol’s negligence or
willful misconduct, or (v) injury, disease, or death of any person or 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 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.



     21.2 Coffeyville’s Duty to Indemnify. To the fullest extent permitted by Applicable
Law and except as specified otherwise elsewhere in this Agreement, Coffeyville shall defend,
indemnify and hold harmless Vitol, 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 Vitol, its Affiliates or any of their
respective employees, representatives, agents or contractors.



     21.3 Notice of Indemnity Claim. The Party to be indemnified (the “Indemnified Party”)
shall notify the other Party (the “Indemnifying Party”) as soon as practicable after receiving
notice of any claim, demand, suit or proceeding brought against it which may give rise to the
Indemnifying Party’s obligations under this Agreement (such claim, demand, suit or proceeding, a
“Third Party Claim”), and shall furnish to the Indemnifying Party the complete details within its
knowledge. Any delay or failure by the Indemnified Party to give notice to the Indemnifying Party
shall not relieve the Indemnifying Party of its obligations except to the extent, if any, that the
Indemnifying Party shall have been materially prejudiced by reason of such delay or failure.



     21.4 Defense of Indemnity Claim. The Indemnifying Party shall have the right to
assume the defense, at its own expense and by its own counsel, of any Third Party Claim;
provided, however, that such counsel is reasonably acceptable to the Indemnified
Party. Notwithstanding the Indemnifying Party’s appointment of counsel to represent an



39









 







Indemnified
Party, the Indemnified Party shall have the right to employ separate counsel, and the Indemnifying
Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of
counsel chosen by the Indemnifying Party to represent the Indemnified Party would present a
conflict of interest or (ii) the Indemnifying Party shall not have employed counsel to represent
the Indemnified Party within a reasonable time after notice of the institution of such Third Party
Claim. If requested by the Indemnifying Party, the Indemnified Party agrees to reasonably
cooperate with the Indemnifying Party and its counsel in contesting any claim, demand or suit that
the Indemnifying Party defends, including, if appropriate, making any counterclaim or
cross-complaint. All costs and expenses incurred in connection with the Indemnified Party’s
cooperation shall be borne by the Indemnifying Party.



     21.5 Settlement of Indemnity Claim. No Third Party Claim may be settled or
compromised (i) by the Indemnified Party without the consent of the Indemnifying Party or (ii) by
the Indemnifying Party without the consent of the Indemnified Party. Notwithstanding the
foregoing, an Indemnifying Party shall not be entitled to assume responsibility for and control of
any judicial or administrative proceedings if such proceedings involves an Event of Default by the
Indemnifying Party which shall have occurred and be continuing.



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



ARTICLE 22

LIMITATION ON DAMAGES




     Except as otherwise expressly provided in this Agreement, the Parties’ liability for damages
is limited to direct, actual damages only, 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. Each Party acknowledges the duty to
mitigate damages hereunder.



ARTICLE 23

AUDIT RIGHTS




     During the Term, either 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 that relate to this Agreement. Notwithstanding the foregoing, in no
event shall either Party have any obligation to share with the other Party any books and records
for transactions other than Transactions under this Agreement.



40









 





ARTICLE 24

CONFIDENTIALITY




     24.1 Confidentiality Obligation. The Parties agree that the specific terms and
conditions of this Agreement and any information exchanged between the Parties under this Agreement
are confidential and shall not disclose them to any third party, except (a) as may be required by
court order, Applicable Laws or a Governmental Authority or (b) to such Party’s or its Affiliates’
employees, auditors, directors, consultants, banks, financial advisors, rating agencies, insurance
companies, insurance brokers and legal advisors. All information subject to this confidentiality
obligation shall only be used for purposes of and with regard to this Agreement and shall not be
used by either Coffeyville or Vitol for any other purpose. Vitol acknowledges that pursuant to
this Agreement it will be receiving material nonpublic information with regard to CVR Energy, Inc.
and will be prohibited from trading in CVR Energy’s, Inc. shares while in possession of such
information, as U.S. securities laws prohibit trading shares of a company while in possession of
material nonpublic information. Coffeyville’s Affiliates shall include GS Capital Partners V Fund
and Kelso & Company solely for the purposes of this Section. The confidentiality obligations under
this Agreement shall survive termination of this Agreement for a period of one (1) year following
the Termination Date. Notwithstanding anything to the
contrary herein, the Parties agree that this Agreement may be filed at the SEC with any
redactions therein, that may be requested by Coffeyville (after consultation with Vitol) and
accepted by the SEC.



     24.2 Disclosure. In the case of disclosure covered by Section 24.1 and if the
disclosing Party’s counsel advises that it is permissible to do so, the disclosing Party shall
notify the other Party in writing of any proceeding of which it is aware that may result in
disclosure, and use reasonable efforts to prevent or limit such disclosure. 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.



     24.3 Tax Matters. Notwithstanding the foregoing, each Party agrees that it and its
parent, subsidiaries and their directors, officers, employees, agents or attorneys may disclose to
any and all persons the structure and any of the tax aspects of this Agreement transaction that are
necessary to describe or support any U.S. federal income tax benefits that may result therefrom, or
any materials relating thereto, that either Party has provided or will provide to the other Party
and its subsidiaries and their directors, officers, employees, agents or attorneys in connection
with this Agreement, except where confidentiality is reasonably necessary to comply with Applicable
Laws.



ARTICLE 25

GOVERNING LAW




     25.1 Choice of Law. 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.




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     25.2 Jurisdiction. Each of the Parties hereby irrevocably submits to the
non-exclusive jurisdiction of any federal court of competent jurisdiction situated in the Borough
of Manhattan, New York, or, if any federal court declines to exercise or does not have
jurisdiction, in any New York state court in the Borough of Manhattan (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 below. 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.



     25.3 Waiver. 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 26

ASSIGNMENT




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



     26.2 No Assignment. Neither Party shall 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, which consent shall not be unreasonably withheld, of the other
Party, except in the case of assignment to an Affiliate if (a) such Affiliate assumes in writing
all of the obligations of the assignor and (b) the assignor provides the other Party with evidence
of the Affiliate’s financial responsibility at least equal to that of the assignor. Further, no
consent shall be required for transfer of an interest in this Agreement by merger provided that the
transferee entity (x) assumes in writing all of the obligations of the transferor and (y) provides
the other Party with evidence of financial responsibility at least equal to that of the transferor.
If written consent is given for any assignment, the assignor shall remain jointly and severally
liable with the assignee for the full performance of the assignor’s obligations under this
Agreement, unless the Parties otherwise agree in writing.



     26.3 Null and Void. 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.



     26.4 Assignment of Claims. If a dispute, claim or controversy should arise hereunder
between Vitol and any Counterparty and Vitol is unwilling to contest or litigate such matter, the
Parties shall agree to an assignment of Vitol’s rights and interests as necessary to allow
Coffeyville to contest, litigate or resolve such matter by a mutually acceptable alternative means
that will allow Coffeyville to pursue the claim.



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ARTICLE 27

NOTICES




     All invoices, notices, requests and other communications given pursuant to this Agreement
shall be in writing and sent by facsimile, electronic mail or overnight courier. A notice shall be
deemed to have been received when transmitted (if confirmed by the notifying Party’s transmission
report), or on the following Business Day if received after 5:00 p.m. EST, at the respective
Party’s address set forth below and to the attention of the person or department indicated. A
Party may change its address, facsimile number or electronic mail address by giving written notice
in accordance with this Article 27, which notice is effective upon receipt.



     If to Coffeyville to:


Coffeyville Resources Refining & Marketing, LLC

2277 Plaza Drive, Suite 500

Sugar Land, Texas 77479

Attn: Chief Executive Officer

Fax: (281) 207- 3505

E-Mail: jjlipinski@cvrenergy.com



With a copy to:



Coffeyville Resources Refining & Marketing, LLC

10 East Cambridge Circle Drive, Suite 250

Kansas City, Kansas 66103

Attn: General Counsel

Fax: (913) 982-5651

E-Mail: esgross@cvrenergy.com



If to VITOL to:



Vitol Inc.

1100 Louisiana Street, Suite 55

Houston, Texas 77002

Attn: James Dyer, IV

Fax: 713-230-1111

E-Mail: jcd@vitol.com



With a copy to:



King & Spalding

1100 Louisiana Street, Suite 4000

Houston, Texas 77002

Attn: Robbi Rossi

Fax: 713-751-3290

E-Mail: rrossi@kslaw.com






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ARTICLE 28

NO WAIVER, CUMULATIVE REMEDIES




     28.1 No Waiver. 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, 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.



     28.2 Cumulative Remedies. Each and every right granted to the Parties under this
Agreement or allowed to the Parties 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 29

NATURE OF THE TRANSACTION AND RELATIONSHIP OF PARTIES




     29.1 No Partnership. 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, except as specifically set forth in Section 9.4(b), nothing herein
shall be construed to make Coffeyville, or any employee or agent of Coffeyville, an agent or
employee of Vitol.



     29.2 Nature of the Transaction. Although the Parties intend and expect that the
transactions contemplated hereunder constitute purchases and sales of Crude Oil between them, in
the event that any transaction contemplated hereunder is reconstrued by any court, bankruptcy
trustee or similar authority to constitute a loan from Vitol to Coffeyville, then Coffeyville shall
be deemed to have pledged all Crude Oil (until such time as payment in respect of such Crude Oil
has been made in accordance with the terms of this Agreement) as security for the performance of
Coffeyville’s obligations under this Agreement, and shall be deemed to have granted to Vitol a
first priority lien and security interest in such Crude Oil and all the proceeds thereof.
Coffeyville hereby authorizes Vitol to file a UCC financing statement with respect to all Crude
Oil, whether now owned or hereafter acquired, and all proceeds thereof. Notwithstanding the
foregoing, the filing of any UCC financing statements made pursuant to this Agreement shall in no
way be construed as being contrary to the intent of the Parties that the transactions evidenced by
this Agreement be treated as sales of Crude Oil by Vitol to Coffeyville.



     29.3 No Authority. Neither Party shall have the right or authority to negotiate,
conclude or execute any contract or legal document with any third person on behalf of the other
Party, to assume, create, or incur any liability of any kind, express or implied, against or in the
name of the other Party, or to otherwise act as the representative of the other Party, unless
expressly authorized in writing by the other Party.



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ARTICLE 30

MISCELLANEOUS




     30.1 Severability. 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 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.



     30.2 Entire Agreement. 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 a duly authorized representative of each Party.



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



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



     30.5 No Third Party Beneficiary. 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.



     30.6 Survival. All confidentiality, payment and indemnification obligations
(including the payment and indemnification obligations that arise out of termination) shall survive
the expiration or termination of this Agreement.



     30.7 Counterparts. 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.



[Remainder of Page Intentionally Left Blank]




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



Vitol Inc.




	 	 	 	 	 
	By: 

Title:

	 	/s/ Illegible
 

President
	 	 
	Date:

	 	Dec. 02, 2008	 	 
	 
	 	 	 	 
	Coffeyville Resources Refining & Marketing, LLC	 	 
	 
	 	 	 	 
	By: 

Title:

	 	/s/ John J. Lipinski
 

CEO
	 	 
	Date:

	 	12/02/08	 	 






Crude Oil Supply Agreement Signature Page





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