AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COFFEYVILLE ACQUISITION II LLC

Exhibit 10.17

Execution Copy

AMENDMENT NO. 1 TO THE

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

COFFEYVILLE ACQUISITION II LLC

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

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

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

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

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

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

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

* * * * *

[Remainder of page intentionally left blank;

Signature pages follows immediately hereafter]

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

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

	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Name:
		Title:

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

	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Name:
		Title:

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

	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Name:
		Title:

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

		GS CAPITAL PARTNERS V GmbH & CO. KG
		By: Xxxxxxx, Sachs Management GP GmbH,        its General Partner
				By:		/s/ Xxxxxxx X. Xxxxxxxxxx
						Name:
						Title:

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

		MANAGEMENT MEMBERS
		/s/ Xxxx X. Xxxxxxxx
		XXXX X. XXXXXXXX
		THE XXXX X. XXXXXXXX 2007 EXEMPT TRUST
		By:		/s/ Xxxx X. Xxxxxxxx
				Name: Xxxx X. Xxxxxxxx Title: Trustee
		THE XXXXXXXX 2007 EXEMPT FAMILY TRUST
		By:		/s/ Xxxxxxxx X. Xxxxxxxx
				Name: Xxxxxxxx X. Xxxxxxxx
				Title: Trustee
		/s/ Xxxxxxx X. Xxxxxxx
		XXXXXXX X. XXXXXXX
		/s/ Xxxxx X. Xxxx
		XXXXX X. XXXX
		/s/ Xxxxx X. Xxxxxx
		XXXXX X. XXXXXX
		/s/ Xxxxx X. Xxxx
		XXXXX X. XXXX

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

 /s/ Xxxxxx X. Xxxxxx

XXXXXX X. XXXXXX

 /s/ Xxxxx X. Xxxxxxxx

XXXXX X. XXXXXXXX

 /s/ Xxxx X. Xxxx

XXXX X. XXXX

 /s/ Xxxxxx X. Xxxx, Xx.

XXXXXX X. XXXX, XX.

 /s/ Xxxxxx Xxxxx

XXXXXX XXXXX

 /s/ Xxxxx Xxxxxxxx

XXXXX XXXXXXXX

 /s/ Xxxx Xxxxxxx

XXXX XXXXXXX

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

OUTSIDE MEMBERS

/s/ Xxxxxx Xxxxx

XXXXXX XXXXX

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