EX-10.5.1



 




Exhibit 10.5.1



J. Aron & Company | 85 Broad Street | New York, New York 10004

Tel: 212-902-1000








June 26, 2007




Coffeyville Resources, LLC

10 East Cambridge Circle, Suite #250

Kansas City, Kansas 66103

Attention: Tim Rens

Telecopier: (913) 981-0000





			
	Re:	 	Settlement Deferral 





Ladies and Gentlemen:



This is with reference to the ISDA Master Agreement, dated as of June 24, 2005 (the “Agreement”),
between J. Aron & Company (“Aron”) and Coffeyville Resources, LLC (“Coffeyville”), and the
Transactions thereunder (the “Transactions”) memorialized in:





	 	1.	 	Confirmation 887311561, with an amended and restated trade date of June 29, 2006;
	 
	 	2.	 	Confirmation WNP2HLD, with a trade date of June 16, 2005; and
	 
	 	3.	 	Confirmation WNS2HLB, with a trade date of June 16, 2005 (collectively, the “Confirmations”).




Capitalized terms not otherwise defined herein shall have the meaning set forth in the
Agreement and the Confirmations.



You have requested that we permit you to defer the first $45,000,000 of any payment that may be
due from you to us under the Transactions at the conclusion of the Determination Period ending
on June 30, 2007 (the “Current Determination Period”). Aron is prepared to permit such deferral
on the following terms and conditions:





	 	(a)	 	The Payment Date for the first $45,000,000 (the “Deferral Amount”) of
any payments due from Coffeyville to Aron under the Transactions in
respect of the Current Determination Period shall be August 7, 2007
(the “Deferred Payment Date”). Amounts in excess of the Deferral
Amount, if any, shall be payable on the original Payment Date for the
Current Determination Period (the “Original Payment Date”), as set forth
in the Confirmations.




 









 










			
	Coffeyville Resources, LLC

June 26, 2007
	 	-2-







	 	(b)	 	Interest shall accrue and be payable on the Deferral Amount from (and including) the Original
Payment Date to (but excluding) the date of actual payment, at the rate of LIBOR plus 3.25% (as
determined by Aron).




All other provisions of the Agreement, the Transactions and the Confirmations shall remain in full
force and effect.



This letter agreement may be executed in any number of counterparts, each of which shall constitute
an original, but all of which, taken together, shall be deemed to constitute one and the same
agreement.



THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REFERENCE TO ANY CONFLICT OF LAW RULES).




J. ARON & COMPANY







			
	By:	 	/s/ Stanley W.
Preston
 
Name:
Stanley Preston 
Title: Vice President
J. Aron & Company





ACCEPTED
AND AGREED TO THIS 
      DAY
OF JUNE, 2007.




COFFEYVILLE RESOURCES, LLC





			
	By:	 	
 
Name:
Title:











 










 





J. Aron & Company | 85 Broad Street | New York, New York 10004

Tel: 212-902-1000








July 11, 2007




Coffeyville Resources, LLC

10 East Cambridge Circle, Suite #250

Kansas City, Kansas 66103

Attention: Tim Rens


Telecopier: (913) 981-0000





			
	Re:	 	Settlement Deferral





Ladies and Gentlemen:



This is with reference to the ISDA Master Agreement, dated as of June 24, 2005 (including
the schedule thereto, the “Agreement’), between J. Aron & Company (“Aron”) and
Coffeyville Resources, LLC (“Coffeyville”), and the Transactions thereunder (the
“Transactions”) memorialized in:



1. Confirmation 887311561, with an amended and restated trade date of
June 29, 2006;



2. Confirmation WNP2HLD, with a trade date of June 16, 2005; and



3. Confirmation WNS2HLB, with a trade date of June 16, 2005 (collectively,
with the Confirmations listed at 1 and 2 above, the “Confirmations”).




Reference is also made to (a) the letter from us to you dated
June 26, 2007 (the “June 26
Letter”) with respect to the deferral of the first $45,000,000 (the “Original Deferred
Amount”) of payment that was due at the conclusion of the Determination Period ending
June 30, 2007 (the “June Determination Period”) and (b) the letter from us to you dated
July 9, 2007 with respect to the deferral of the amount in excess of the Original Deferral
Amount (the “July 9 Letter”). Such excess, which is in an amount equal to $43,680,925.47
million, is referred to herein as the “Current Deferred Amount.”



Capitalized terms not otherwise defined herein shall have the meaning set forth in the
Agreement, the Confirmations, the June 26 Letter and the July 9 Letter.



You have requested that we permit you to defer the Current Deferred Amount (in addition
to the Original Deferred Amount previously deferred) which is due from you to us under
the Transactions in respect of the June Determination Period.




 









 





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Coffeyville Resources, LLC

July 11, 2007



Aron is prepared to permit the deferral of the Current Deferred Amount, but only to July 25,
2007, on the following terms and conditions:



(a) each of GS Capital Partners V Fund, L.P., a limited partnership duly organized
under the laws of the State of Delaware (“GSCPV”), and
Kelso Investment Associates VII, L.P., a limited partnership duly organized under the laws of the
State of Delaware (“Kelso” and, together with GSCPV, the “Guarantors”), agrees to
guaranty one half of the Current Deferred Amount pursuant to guaranties in the
form attached to this letter agreement (each, a “Guaranty” and collectively, the
“Guaranties”); and



(b) interest shall accrue and be payable on the Current Deferred Amount
from (and including) July 9, 2007 to (but excluding) the date of actual
payment, at the rate of LlBOR plus 1.50% (as determined by Aron).



The Agreement shall be amended as follows, for so long as the Guaranties are in effect:



(i) Section 4(f) of the Schedule to the Agreement is amended to add the following at
the end of such Section, “The Guaranties, as defined in the July 11, 2007 Letter
Agreement between Aron and Counterparty.”; and



(ii) Section 4(g) of the Schedule to the Agreement is amended to add the following
sentence at the end of such Section, “Notwithstanding the foregoing, the Guarantors,
as defined in the July 11, 2007 Letter Agreement between Aron
and Counterparty,
shall be Credit Support Providers in relation to Counterparty.”.



As a
condition to the settlement deferral described above, Coffeyville hereby represents
that it has, on the date hereof, and covenants that at all times prior to the payment of the
Current Deferred Amount will maintain, available liquidity of not less than the Current
Deferred Amount. Unless Aron and Coffeyville agree to a different arrangement
subsequent to the date hereof, Coffeyville covenants that it will apply such available
liquidity on July 25, 2007 to pay the Current Deferred Amount to Aron.



All other provisions of the Agreement, the Transactions and the Confirmations shall remain
in full force and effect.



This letter agreement may be executed in any number of counterparts, each of which shall
constitute an original, but all of which, taken together, shall be deemed to constitute one
and the same agreement.




 









 




-3-



Coffeyvile Resources, LLC

July 11, 2007



THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REFERENCE TO ANY CONFLICT OF LAW RULES).




J. ARON & COMPANY




By:                                   


Name:

Title:




ACCEPTED AND AGREED TO THIS 11th DAY

OF JULY, 2007.




COFFEYVILLE RESOURCES, LLC




By:                                   



Name:

Title:




 










 





J. Aron & Company  l  85 Broad Street  l  New York, New York 10004

Tel: 212-902-1000









July 26, 2007




Coffeyville Resources, LLC

10 East Cambridge Circle, Suite #250

Kansas City, Kansas 66103



Attention: Tim Rens

Telecopier: (913) 981-0000





			
	Re:	 	Revised Settlement Deferral





Ladies and Gentlemen:



This is with reference to the letter from us to you dated July 11, 2007 (as amended by this
letter agreement, the “July 11 Letter”). Capitalized terms not otherwise defined herein
shall have the meaning set forth in the July 11 Letter.



You have requested that we permit you to defer further the Original Deferred Amount and
the Current Deferred Amount and interest that has accrued on the Original Deferred
Amount and the Current Deferred Amount in accordance with the June 26 Letter and the
July 11 Letter, respectively (the “Accrued Interest and, together with the Original Deferred
Amount and the Current Deferred Amount, the “Deferred Amounts”).



Aron is prepared to extend the deferral of the Deferred Amounts to September 7, 2007, on
the following terms and conditions:



(a) each of the Guarantors agrees to guaranty one half of the Deferred Amounts
pursuant to guaranties in the form attached to this letter agreement (each, a “Revised Guaranty” and collectively, the “Revised Guaranties”); and



(b) interest shall accrue and be payable on the Original Deferred Amount
and the Current Deferred Amount from (and including) July 26, 2007 to (but
excluding) the date of actual payment, at the rate of LIBOR plus 1.50% (as
determined by Aron).



The Agreement shall be amended as follows, for so long as the Revised Guaranties are
in effect:



(i) Section 4(f) of the Schedule to the Agreement is amended to add the following at
the end of such Section, “The Revised Guaranties, as defined in the July 26, 2007
Letter Agreement between Aron and Counterparty.”; and




 









 




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Coffeyville Resources, LLC

July 26, 2007



(ii) Section 4(g) of the Schedule to the Agreement is amended to add the following
sentence at the end of such Section, “Notwithstanding the foregoing, the Guarantors,
as defined in the July 26, 2007 Letter Agreement between Aron
and Counterparty,
shall be Credit Support Providers in relation to Counterparty.”.



Upon receipt of a Revised Guaranty from a Guarantor, the Guaranty previously issued
by such Guarantor shall be deemed terminated. All other provisions of the Agreement,
the Transactions, the Confirmations, the June 26 Letter and the July 11 Letter shall remain
in full force and effect; provided, however, that the third to last paragraph on page 2 of the
July 11 Letter (beginning “As a condition . . . .”) is deleted in its entirety and shall have no
force or effect.




This letter agreement may be executed in any number of counterparts, each of which shall

constitute an original, but all of which, taken together, shall be deemed to constitute one

and the same agreement.




     [REMAINDER
OF PAGE IS LEFT BLANK]



 









 




-3-

Coffeyville Resources, LLC

July 28, 2007



THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REFERENCE TO ANY CONFLICT OF LAW RULES).




J. ARON & COMPANY



By: /s/
Colleen Foster
 

Name: Colleen Foster

Title:    Managing Director




ACCEPTED
AND AGREED TO THIS 26th DAY

OF JULY, 2007.



COFFEYVILLE RESOURCES, LLC




By: /s/
Stanley A. Riemann
 

Name: Stanley A. Riemann

Title:    C.O.O.




 










 





July 26, 2007




J. Aron & Company

85 Broad Street

New York, New York 10004




Ladies and Gentlemen:



For value received, GS Capital Partners V, L.P., a limited partnership duly organized
under the laws of the State of Delaware (“GSCP V” or the “Guarantor”) hereby
unconditionally guarantees the prompt and complete payment, whether by acceleration
or otherwise, of 50% of the Deferred Amounts (as defined in the Letter Agreement
referred to below) plus accrued and unpaid interest (as provided in such Letter
Agreement) (collectively, the “Obligations”) of Coffeyville Resources, LLC, a limited
liability company that is owned by affiliates of GSCP V, Kelso Investment Associates
VII, L.P. (“Kelso”), and certain members of the management of the Company (as
defined below) and is duly organized under the laws of the State of Delaware (the
“Company”), to J. Aron & Company (the “Counterparty”) under the ISDA Master
Agreement between the Company and the Counterparty dated as of June 24, 2005 and
the Schedule to the ISDA Master Agreement dated as of June 24, 2005 under the Letter
Agreement from the Counterparty to the Company, dated July 26, 2007 (without giving
effect to any further amendments thereto, the “Letter Agreement”). Both the
Counterparty and the Guarantor agree and acknowledge that upon execution of this
Guaranty, the previous Guaranty of the Guarantor, dated as of July 11, 2007, will
automatically terminate. GSCP V shall receive on or prior to the date of this Guaranty a
copy of the guarantee provided by Kelso dated as of July 26, 2007 (as amended from
time to time, the “Kelso Guaranty”). GSCP V authorizes the Counterparty to provide a
copy of this Guaranty to Kelso.



Counterparty agrees that at any time that a payment is requested under this Guaranty,
Counterparty shall make a pro rata request for payment under the Kelso Guaranty and
the Guarantor shall at no time be required to pay an amount in excess of its pro rata
share of the aggregate amount of payment required at such time. This Guaranty is one
of payment and not of collection.


The Guarantor hereby waives notice of acceptance of this Guaranty and notice of any
obligation or liability to which it may apply, and waives presentment, demand for
payment, protest, notice of dishonor or non-payment of any such obligation or liability,
suit or the taking of other action by Counterparty against, and any
other notice to, the Company, the Guarantor or others.












 





The Guarantor represents and warrants that it will have sufficient cash and available
capital commitments, amounts available for retention or recall by the Guarantor and/or
other sources of liquidity to make payment of the Obligations when
due and payable.


Counterparty may at any time and from time to time without notice to or consent of the
Guarantor and without impairing or releasing the obligations of the Guarantor
hereunder: (1) agree with the Company to make any change in the terms of any
obligation or liability of the Company to Counterparty (provided that the Counterparty
shall obtain the consent of the Guarantor, such consent not to be unreasonably
withheld, prior to making a change that would cause the Deferred Amounts (as defined
in the Letter Agreement), excluding interest thereon and the Accrued Interest, to exceed
$88,700,000),(2) take or fail to take any action of any kind in respect of any security for
any obligation or liability of the Company or any other guarantor to Counterparty, (3)
exercise or refrain from exercising any rights against the Company or others, (4)
release, surrender, compromise, settle, rescind, waive alter, subordinate or modify and
other guaranties of the Obligations or (5) compromise or subordinate any obligation or
liabilty of the Company to Counterparty including any security therefor. Any other
suretyship defenses are hereby waived by the Guarantor.



This Guaranty is irrevocable and shall remain in full force and effect and be binding
upon Guarantor, its successors and assigns, until all of the Obligations have been
satisfied in full. The Guarantor further agrees that this Guaranty shall continue to be
effective or be reinstated, as the case may be, if at any time payment or any part
thereof, of any Obligations payable by it or interest thereon, is rescinded or must
otherwise be restored or returned by Counterparty upon the bankruptcy, insolvency,
dissolution or reorganization of the Company.



The Guarantor may not assign its rights nor delegate its obligations under this
Guaranty, in whole or in part, without prior written consent of the Counterparty, and any
purported assignment or delegation absent such consent is void, except for (1) one
or more assignments and delegations of all or a portion of its obligations hereunder to any
of GS Capital Partners V Institutional, L.P., GS Capital Partners V Offshore, L.P., GS
Capital Partners V GmbH & Co. KG., GS Capital Partners V Fund, L.P., GS Capital
Partners V Employee Fund, L.P., and GS Capital Partners V Offshore Fund, L.P. such
that each such fund has assumed by contract its pro rata portion of the Obligations
and/or (2) an assignment and delegation of all of the Guarantor’s rights and obligations
hereunder in whatever form the Guarantor determines may be appropriate to a
partnership, corporation, trust or other organization in whatever form that succeeds to
all or substantially all of the Guarantor’s assets and business and that assumes such
obligations by contract, operation of law or otherwise. Upon any such delegation and
assumption of obligations, the Guarantor shall be relieved of and fully discharged from
all obligations hereunder, whether such obligations arose before or after such
delegation and assumption.



-2-









 






Guarantor acknowledges that the Kelso Guaranty may not be amended or waived nor
any consent or departure be effective without its prior written consent. Guarantor
agrees that any such consent shall not be unreasonably withheld.



No amendment or waiver of any provision of this Guaranty nor consent to any departure
by the Guarantor herefrom shall in any event be effective unless the same shall be in
writing and signed by the Guarantor and the Counterparty, and which amendment,
waiver, consent or departure shall be consented to by Kelso.



THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. THE
GUARANTOR AGREES TO THE EXCLUSIVE JURISDICTION OF COURTS
LOCATED IN THE STATE OF NEW YORK, UNITED STATES OF AMERICA, OVER
ANY DISPUTES ARISING UNDER OR RELATING TO THIS GUARANTY.




Very truly yours,




GS Capital Partners V, L.P.




On behalf of GS Capital Partners V

Institutional, L.P., GS Capital Partners

V Offshore, L.P., GS Capital Partners V

GmbH & Co. KG., GS Capital Partners

V Fund, L.P., GS Capital Partners V

Employee Fund, L.P., and GS Capital

Partners V Offshore Fund, L.P.


BY: GSCP
Advisors, L.L.C.

       its General Partner

By: /s/
        [illegible]
 

            Authorized Officer



-3-









 





July 26, 2007




J. Aron & Company

85 Broad Street

New York, New York 10004




Ladies and Gentlemen:



For value received, Kelso Investment Associates VII, L.P., a limited partnership
duly organized under the laws of the State of Delaware (“Kelso” or the
“Guarantor”) hereby unconditionally guarantees the prompt and complete
payment, whether by acceleration or otherwise, of 50% of the Deferred Amounts
(as defined in the Letter Agreement referred to below) plus accrued
and unpaid interest (as provided
in such Letter Agreement) (collectively, the “Obligations”) of
Coffeyville Resources, LLC, a limited liability company that is owned by Kelso,
GS Capital Partners V, L.P. (“GSCP V”) and certain members of the
management of the Company (as defined below) and is duly organized under the
laws of the State of Delaware (the “Company”), to J. Aron & Company (the
“Counterparty”) under the ISDA Master Agreement between the Company and
the Counterparty dated as of June 24, 2005 and the Schedule to the ISDA
Master Agreement dated as of June 24, 2005 that are due in accordance with the
Letter Agreement from the Counterparty to the Company, dated July 26, 2007
(the “Letter Agreement”) within 12 days following receipt by the Guarantor of a
written request from the Counterparty. Both the Counterparty and the Guarantor
agree and acknowledge that upon execution of this Guaranty, the previous
Guaranty of the Guarantor, dated as of July 11, 2007, wil
automatically terminate. Kelso shall receive on or prior to the date of this Guaranty a copy of the
guarantee provided by GSCP V dated as of July 26, 2007 (as amended from
time to time, the “GSCP V Guaranty”). Kelso authorizes the Counterparty to
provide a copy of this Guaranty to GSCP V.



Counterparty agrees that at any time that a payment is requested under this
Guaranty, Counterparty shall make a pro rata request for payment
under the GSCP V Guaranty and the Guarantor shall at no time be required to pay an
amount in excess of its pro rata share of the aggregate amount of payment
required at such time. This Guaranty is one of payment and not of collection.



The Guarantor hereby waives notice of acceptance of this Guaranty and notice of
any obligation or liability to which it may apply, and waives presentment, demand
for payment, protest, notice of dishonor or non-payment of any such obligation or
liability, suit or the taking of other action by Counterparty against, and any other
notice to, the Company, the Guarantor or others.












 





The Guarantor represents and warrants that it has sufficient cash and available
capital commitments to make payment of the Obligations and covenants to
maintain such cash and available capital commitments until satisfaction and
release of all obligations of the Guarantor hereunder.



Without limiting the Guarantor’s obligations under the immediately preceding
paragraph, the Guarantor and its respective general partners agree to take all
action as may be necessary so that, at all time prior to the satisfaction and
release of all obligations of the Guarantor under this Guaranty pursuant to the
terms herein, the Guarantor and/or its general partners shall have caused its
respective affiliates to reserve capital in amounts sufficient to fund in a timely
manner all obligations of the Guarantor under the this Guaranty.



Counterparty may at any time and from time to time without notice to or consent
of the Guarantor and without impairing or releasing the obligations of the
Guarantor hereunder: (1) agree with the Company to make any change in the
terms of any obligation or liability of the Company to Counterparty, (2) take or fail
to take any action of any kind in respect of any security for any obligation or
liability of the Company or any other guarantor to Counterparty, (3) exercise or
refrain from exercising any rights against the Company or others, (4) release,
surrender, compromise, settle, rescind, waive alter, subordinate or modify and
other guaranties of the Obligations or (5) compromise or subordinate any
obligation or liability of the Company to Counterparty including any security
therefor; provided that notwithstanding the foregoing, the Counterparty shall not,
without the consent of the Guarantor (i) change the duration of the deferral
provided in the Letter Agreement, (ii) increase the Deferred Amounts (as defined
in the Letter Agreement), (ii) otherwise amend, waive or modify any other
provision of the Letter Agreement or (iv) take any affirmative action to release
any Collateral (as defined in the Loan Agreement). Any other suretyship
defenses are hereby waived by the Guarantor.



This Guaranty is irrevocable and shall remain in full force and effect and be
binding upon Guarantor, its successors and assigns, until all of the Obligations
have been satisfied in cash in full (the date on which the Obligations are so
satisfied being the “Satisfaction Date”). The Guarantor
further agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at
any time payment or any part thereof, of any Obligations or interest thereon, is
rescinded or must otherwise be restored or returned by Counterparty; provided,
however, that this sentence shall cease to be operative on the earlier of (i) the
date twelve months plus one calendar day after the Satisfaction Date (if within
such period (a) the Company has not become a debtor under the United States
Bankruptcy Code 11 U.S.C. § 101 et seq. (as now and hereafter in effect, or any
successor statute) or any similar State or Federal statue and (b) no action has
been brought against the Counterparty seeking to recover or rescind any such
payment) and (ii) the date, following the Satisfaction Date, when the Company
consummates initial public offering of the Company’s common stock following



-2-









 





which the Company’s common stock is listed on any internationally recognized
exchange of dealer quotation system, all or a portion of the net proceeds of
which are used to payor prepay at least $280,000,000 of the Company’s
indebtedness (a “Qualified IPO”); provided that if a Qualified IPO occurs prior to
the Satisfaction Date, the obligations hereunder shall terminate on the
Satisfaction Date.



The Guarantor may not assign its rights nor delegate its obligations under this
Guaranty, in whole or in part, without prior written consent of the Counterparty,
and any purported assignment or delegation absent such consent is void, except
for an assignment and delegation of all of the Guarantor’s rights and obligations
hereunder in whatever form the Guarantor determines may be appropriate to a
partnership, corporation, trust or other organization in whatever form that
succeeds to all or substantially all of the Guarantor’s assets and business and
that assumes such obligations by contract, operation of law or otherwise. Upon
any such delegation and assumption of obligations, the Guarantor shall be
relieved of and fully discharged from all obligations hereunder, whether such
obligations arose before or after such delegation and assumption.



The Guarantor and the Counterparty acknowledges that the GSCP V Guaranty
may not be amended or waived nor any consent or departure be effective without
the Guarantor’s prior written consent. Guarantor agrees that any such consent
shall not be unreasonably withheld.



No amendment or waiver of any provision of this Guaranty nor consent to any
departure by the Guarantor herefrom shall in any event be effective unless the
same shall be in writing and signed by the Guarantor and the Counterparty, and
which amendment, waiver, consent or departure shall be consented to by GSCP V.



THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. THE
GUARANTOR AGREES TO THE EXCLUSIVE JURISDICTION OF COURTS
LOCATED IN THE STATE OF NEW YORK, UNITED STATES OF AMERICA,
OVER ANY DISPUTES ARISING UNDER OR RELATING TO THIS
GUARANTY.



-3-









 






Very truly yours,




Kelso Investment Associates VII, L.P.




By: Kelso
GP VII, L.P., the General Partner



By: Kelso
GP VII, LLC, its general partner




By: /s/ [illegible]



 



Authorized Officer




 








 




Accepted
and agreed to with respect

to the 2nd, 6th, 9th and 10th paragraphs above, as of

the date first above written:





	 	 	 	 
	J. Aron & Company
	 
	By:	 	/s/ Colleen Foster

	Name:	 	Colleen Foster
	Title:	 	Managing Director





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August 23,
2007




Coffeyville Resources, LLC

10 East Cambridge Circle, Suite #250

Kansas City, Kansas 66103

Attention: Tim Rens

Telecopier: (913) 981-0000





			
	Re:	 	Revised Settlement Deferral




Ladies and Gentlemen:



This is with reference to the letters from us to you dated July 11, 2007 and July 26, 2007 (as
amended by this letter agreement, collectively, the “July Letter”). Capitalized terms not otherwise
defined herein shall have the meaning set forth in the July Letter.



You have requested that we permit you to (a) defer further (i) the Original Deferred Amount
and the Current Deferred Amount and (ii) interest that has accrued on the Original Deferred Amount
and the Current Deferred Amount in accordance with the June 26 Letter and the July 11 Letter,
respectively, and as modified by the July 26 Letter (the “Accrued Interest”), and (b) defer
$35,000,000 of the payment due at the conclusion of the Determination Period ending September 30,
2007 (the “Third Quarter Deferral Amount”, and, together with the Accrued Interest, the Original
Deferred Amount and the Current Deferred Amount, the “Deferred Amounts”, such amounts to be
scheduled payments to be made according to this letter and current liabilities of Coffeyville
Resources, LLC (the “Company”)).



Aron is prepared to extend the deferral of the Deferred Amounts as provided herein subject to the
following terms and conditions:





(a) each of the Guarantors agrees to guaranty one half of the Deferred Amounts pursuant to
guaranties in the forms attached to this letter agreement (each, a
“Revised Guaranty” and collectively, the “Revised Guaranties”); and




(b) interest shall accrue and be payable on (x) the Original Deferred
Amount from (and including) July 11, 2007, (y) the Current Deferred Amount from (and
including) July 26, 2007 and (z) the Third Quarter Deferral Amount from (and
including) October 5, 2007, in each case to (but excluding) the date of actual
payment, at the rate of LIBOR plus 1.50% (as determined by Aron).



 









 





	 	 	 
	Coffeyville Resources, LLC
	 	 
	August 23, 2007

	 	-2-





The Deferred Amounts shall be due and payable in full on January 31, 2008 unless a IPO (as
defined in the 2007 Credit Agreement (as defined below)) occurs, in which case the
following terms will apply:





(i) thereafter, in the event that the Company and its Subsidiaries shall have
Consolidated Excess Cash Flow (as defined below) for any calendar quarter ending
after January 31, 2008, the Company shall, no later than the fifth Local Business
Day (as defined in the Agreement) following the conclusion of each such calendar
quarter, prepay the Deferred Amounts in an aggregate amount equal to 37.5% of such
Consolidated Excess Cash Flow (For purposes of this letter agreement “Consolidated
Excess Cash Flow” shall mean, for any quarter, an amount (if positive) equal to: (i)
the sum, without duplication, of the amounts for such period of (a) Consolidated
Adjusted EBITDA, plus (b) the Consolidated Working Capital Adjustment
plus (c) extraordinary Cash gains excluded from Consolidated Adjusted
EBITDA, plus (d) net decreases in cash required to be on deposit with
counterparties pursuant to outstanding derivative instruments permitted under the
2006 Credit Agreement (as defined below), minus (ii) the sum, without duplication,
of the amounts for such period of (a) scheduled repayments of Consolidated Total
Debt (excluding repayments of Revolving Loans or Swing Line Loans except to the
extent the Revolving Commitments under and as defined in the 2007 Credit Agreement
are permanently reduced in connection with such repayments and except to the extent
that such repayments of Revolving Loans under and as defined in the 2007 Credit
Agreement are subject to the $25,000,000 limitation set forth in Section 6.16 of the
2007 Credit Agreement referred to below), (b) Consolidated Capital Expenditures ((x)
excluding any Consolidated Capital Expenditures funded through the utilization of
the Available Amount (calculated after giving effect to amounts that have been
applied to, or will be required to be applied to, the payment of the Deferred
Amounts, plus interest accrued thereon, pursuant to this letter) and (y) net of any
proceeds of (1) any related financings with respect to such Consolidated Capital
Expenditures and (2) any sales of assets used to finance such Consolidated Capital
Expenditures), (c) Consolidated Cash Interest Expense, (d) provisions for (x)
current taxes of Holdings, the Company and its Subsidiaries and payable in cash with
respect to such period and (y) (1) cash payments that will be settled and payable by
the Company and its Subsidiaries under the Agreement during the next period that are
associated with earnings for the current period, to the extent such payments have
not otherwise been deducted from, used to reduce or excluded from the sum calculated
pursuant to clause (i) above, less (2) cash payments received by the Companies and
its Subsidiaries under the Agreement during such period, to the extent such payments
have not otherwise been added to, used to increase or included in the sum calculated
pursuant to clause (i) above; provided that (A) any payments included in clause (1)
immediately above shall not reduce Consolidated Net Income in the next period for



 









 





	 	 	 
	Coffeyville Resources, LLC
	 	 
	August 23, 2007

	 	-3-







purposes of the calculation of Consolidated Excess Cash Flow and (B) any
payments included in clause (2) immediately above shall not increase Consolidated
Net Income in the next period for purposes of the calculation of Consolidated Excess
Cash Flow, (e) any Cash amounts made by Holdings pursuant to Sections 6.5(a)(i)
through (iv) and 6.5(a)(vi) of the 2006 Credit Agreement referred to below to the
extent such amounts have not been deducted from Consolidated Net
Income, (f) Cash
amounts which have been included in Consolidated Adjusted EBITDA for such period
pursuant to clauses (i)(g), (i)(h), (i)(i), (i)(j), (i)(k), (i)(l), (i)(m) and (i)(n)
of the definition thereof, (g) extraordinary Cash losses (including any premiums
associated with the prepayment of Indebtedness to the extent such payment is
accounted for as an extraordinary item), (h) net increases in cash required to be on
deposit with counterparties pursuant to outstanding derivative instruments permitted
under the 2006 Credit Agreement) and (i) payments of the Deferred Amounts pursuant
to the operation of this clause (i) during such (to the extent not deducted in the
calculation of Consolidated Working Capital Adjustment); and




(ii) all remaining Deferred Amounts, plus interest accrued thereon, shall be due and
payable in full on August 31, 2008.




Terms used in clause (i) above and not otherwise defined shall have the meaning
set forth in the Second Amended and Restated Credit and Guaranty Agreement, dated as
of December 28, 2006, among the Company, Holdings, the Guarantors, the lenders party
thereto from time to time, Goldman Sachs Credit Partners, L.P. and Credit Suisse
Securities (USA) LLC, as joint lead arrangers and joint bookrunners, Credit Suisse,
as administrative agent, collateral agent, funded L/C issuing bank and as revolving
issuing bank, Deutsche Bank Trust Company Americas, as syndication agent and ABN
AMRO Bank N.V., as documentation agent, as amended by the First Amendment to Second
Amended and Restated Credit and Guaranty Agreement dated on or about the date
hereof, among the Company, Holdings, the Guarantors, the lenders listed on the
signature pages thereto, GSCP and Credit Suisse Securities (USA) LLC, as joint lead
arrangers and joint bookrunners, and Credit Suisse, as administrative agent and
collateral agent (collectively, the “2006 Credit Agreement”).


The Agreement is hereby amended as follows, for so long as the Revised Guaranties are in effect:





(1) Section 4(f) of the Schedule to the Agreement is amended to add the
following at the end of such Section, “The Revised Guaranties, as defined in the August 23,
2007 Letter Agreement between Aron and Counterparty.”; and




(2) Section 4(g) of the Schedule to the Agreement is amended to add the following
sentence at the end of such Section, “Notwithstanding the foregoing, GS Capital



 









 





	 	 	 
	Coffeyville Resources, LLC
	 	 
	August 23,
2007

	 	-4-







Partners V, L.P. and Kelso Investment Associates VII, L.P., as the Guarantors, shall be
Credit Support Providers in relation to Counterparty.”; and


The Agreement is further hereby amended as follows, for so long as any portion of any of the
Deferred Amounts or the interest thereon remains outstanding:





(A) The provisions (including the definitions used therein) included in Section 6 of the
Secured Credit and Guaranty Agreement, dated as of August 23, 2007 among the Company,
Coffeyville Pipeline, Inc., Coffeyville Refining & Marketing, Inc., Coffeyville
Nitrogen Fertilizers, Inc., Coffeyville Crude Transportation, Inc., Coffeyville Terminal,
Inc., CL HV Holdings, LLC, as Holdings, Certain Subsidiaries of Holdings, as Guarantors,
Various Lenders, Goldman Sachs Credit Partners L.P. (“GSCP”), as Sole Lead Arranger, Sole
Bookrunner, Administrative Agent and Collateral Agent (as in effect on the date hereof,
without giving effect to any subsequent amendment, modification, supplement, waiver,
amendment and restatement or termination thereof, the “2007 Credit Agreement”) are
incorporated by reference into the Agreement under Section 4 of the Agreement as
additional subparagraphs and default under any such provision shall constitute an Event of
Default with respect to the Company as the Defaulting Party under Section 5(a)(ii) of the
Agreement; provided that the phrase “if such failure is not remedied on or before the
thirtieth day after notice of such failure is given to the party” at the end of Section
5(a)(ii) is hereby deleted in relation to these incorporated provisions; and




(B) Section 3(b) of the Agreement is hereby amended to include the following as an
addition to the table set forth therein:



	 	 	 	 	 	 	 
	 	 	 	 	 	 	Covered bv
	Party required	 	 	 	Date by which to be	 	Section 3(d)
	to deliver	 	Form/Document/Certificate	 	delivered	 	Representation
	Counterparty

	 	Certificate from Chief
Financial Officer
setting forth in detail
the calculation of the
Consolidated Excess Cash
Flow for the immediately
preceding calendar
quarter
	 	Not later than the
fifth Local
Business Day
following the
conclusion of each
calendar quarter
after a Designated
IPO has occurred
	 	Yes





Upon receipt of a Revised Guaranty from a Guarantor, the Guaranty dated July 26, 2007
previously issued by such Guarantor shall be deemed terminated. All other provisions of the
Agreement, the Transactions, the Confirmations, the June 26 Letter and the July Letters shall
remain in full force and effect.



This letter agreement may be executed in any number of counterparts, each of which shall constitute
an original, but all of which, taken together, shall be deemed to constitute one and the same
agreement.




 









 






	 	 	 
	Coffeyville Resources, LLC
	 	 
	August 23, 2007

	 	-5-





     


[Remainder of Page is Left Blank]




 









 





	 	 	 
	Coffeyville Resources, LLC
	 	 
	August 23, 2007

	 	-6-





THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK (WITHOUT REFERENCE TO ANY CONFLICT OF LAW RULES).




	 	 	 	 	 
	J. ARON & COMPANY
	 
	 	 	 	 
	 
	 	 	 	 
	By:

	 	/s/ [illegible]	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






	 	 	 	 	 
	 
	 	 	 	 
	ACCEPTED AND AGREED TO THIS 23rd DAY
	OF AUGUST, 2007.
	 
	 	 	 	 
	COFFEYVILLE RESOURCES, LLC
	 
	 	 	 	 
	 
	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






 









 





	 	 	 
	Coffeyville Resources, LLC
	 	 
	August 23, 2007

	 	-6-





THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK (WITHOUT REFERENCE TO ANY CONFLICT OF LAW RULES).




	 	 	 	 	 
	J. ARON & COMPANY
	 
	 	 	 	 
	 
	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






	 	 	 	 	 
	 
	 	 	 	 
	ACCEPTED AND AGREED TO THIS 23rd DAY
	OF AUGUST, 2007.
	 
	 	 	 	 
	COFFEYVILLE RESOURCES, LLC
	 
	 	 	 	 
	 
	 	 	 	 
	By:

	 	/s/ James T. Rens	 	 
	 

	 	 	 	 
	 

	 	Name: James T. Rens	 	 
	 

	 	Title: CFO