EXECUTIVE PURCHASE AND VESTING AGREEMENT BY AND AMONG COFFEYVILLE GROUP HOLDINGS, LLC AND PHILIP RINALDI Date: March 3, 2004Executive Purchase and Vesting Agreement • February 11th, 2005 • Coffeyville Resources, Inc. • New York
THIS EXECUTIVE PURCHASE AND VESTING AGREEMENT (this "Agreement") is made as of March 3, 2004, by and among Coffeyville Group Holdings, LLC, a Delaware limited liability company (the "Company"), and Philip Rinaldi ("Executive"). Capitalized terms used but not otherwise defined herein have the meanings given to such terms in the LLC Agreement (as defined below).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 11th, 2005 • Coffeyville Resources, Inc. • New York
This THIRD AMENDMENT, dated as of December 13, 2004 (this "Third Amendment") is entered into by and among COFFEYVILLE RESOURCES, LLC, a Delaware limited liability company ("Resources"), COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC, a Delaware limited liability company ("Fertilizers"), COFFEYVILLE RESOURCES REFINING & MARKETING, LLC, a Delaware limited liability company ("Refining"), COFFEYVILLE RESOURCES CRUDE TRANSPORTATION, LLC, a Delaware limited liability company ("Transportation"), and COFFEYVILLE RESOURCES TERMINAL, LLC, a Delaware limited liability company ("Terminal") (Resources, Fertilizers, Refining, Transportation and Terminal are sometimes collectively referred to herein as the "Borrowers" and individually as a "Borrower"), the other Credit Parties signatory hereto, CONGRESS FINANCIAL CORPORATION (SOUTHWEST) ("Congress"), in its capacity as administrative agent for the Revolver Secured Parties (as defined in the Credit Agreement referred to below) (together with its succ
ON-SITE PRODUCT SUPPLY AGREEMENT BETWEEN THE BOC GROUP, INC. AND FARMLAND INDUSTRIES, INC.Product Supply Agreement • February 11th, 2005 • Coffeyville Resources, Inc. • Kansas
THIS AGREEMENT, made as of the 3rd day of December, 1997, and effective as of the Effective Date (as defined below), by and between THE BOC GROUP, INC., a Delaware corporation, acting by and through its BOC Gases Division ("BOC"), and FARMLAND INDUSTRIES, INC., a Kansas cooperative corporation ("Farmland");
AMENDMENT NO. 1 TO EXECUTIVE PURCHASE AND VESTING AGREEMENTCoffeyville Resources, Inc. • February 11th, 2005
AMENDMENT NO. 1 to each of the Executive Purchase And Vesting Agreements (the "Vesting Agreements"), each dated as of March 3, 2004, executed by Coffeyville Group Holdings, LLC (the "Company") and each of Philip Rinaldi, Abraham Kaplan, George Dorsey, Stanislas Riemann, James Rens, Kevan Vick and Keith Osborn. Except as otherwise provided herein, capitalized terms shall have the meanings ascribed to such terms in the Agreement.
AMENDMENT NO. 1 TO THE DECEMBER 3, 1997 ON-SITE PRODUCT SUPPLY AGREEMENT BETWEEN THE BOC GROUP, INC. AND FARMLAND INDUSTRIES, INC.Coffeyville Resources, Inc. • February 11th, 2005
Effective as of December 31, 1999, the December 3, 1997 On-Site Product Supply Agreement between THE BOC GROUP, INC., a Delaware corporation, acting by and through its BOC Gases Division ("BOC"), and FARMLAND INDUSTRIES, INC., a Kansas cooperative corporation ("Farmland") (the "Agreement"), shall be amended as expressly set forth below:
PLEDGE AGREEMENTPledge Agreement • February 11th, 2005 • Coffeyville Resources, Inc. • New York
This PLEDGE AGREEMENT, dated as of May 10, 2004 (together with all amendments, if any, from time to time hereto, this "Agreement"), among each of the parties named as a Pledgor on the signature pages hereto (individually, a "Pledgor" and collectively, the "Pledgors") and Congress Financial Corporation (Southwest), in its capacity as administrative agent for the Revolver Secured Parties (as defined in the Credit Agreement referred below) (together with its successors and assigns, the "Administrative Agent") and Credit Suisse First Boston, acting through its Cayman Islands Branch, in its capacity as administrative agent for the Term Secured Parties (as defined in the Credit Agreement) (together with its successors and assigns, the "Term Agent," together with the Administrative Agent are referred to collectively as the "Agents").
GUARANTYCoffeyville Resources, Inc. • February 11th, 2005 • New York
This GUARANTY dated as of May 10, 2004 (together with all amendments, if any, from time to time hereto, this "Guaranty"), by and among the Guarantors identified as such on the signature page hereof (each, a "Guarantor" and collectively, "Guarantors") and Credit Suisse First Boston, acting through its Cayman Islands Branch, in its capacity as Term Agent for the Term Secured Parties (as defined in the Credit Agreement) (together with its successors and assigns, the "Term Agent").
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 11th, 2005 • Coffeyville Resources, Inc. • New York
This SECOND AMENDMENT, dated as of November 24, 2004 (this "Second Amendment") is entered into by and among COFFEYVILLE RESOURCES, LLC, a Delaware limited liability company ("Resources"), COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC, a Delaware limited liability company ("Fertilizers"), COFFEYVILLE RESOURCES REFINING & MARKETING, LLC, a Delaware limited liability company ("Refining"), COFFEYVILLE RESOURCES CRUDE TRANSPORTATION, LLC, a Delaware limited liability company ("Transportation"), and COFFEYVILLE RESOURCES TERMINAL, LLC, a Delaware limited liability company ("Terminal") (Resources, Fertilizers, Refining, Transportation and Terminal are sometimes collectively referred to herein as the "Borrowers" and individually as a "Borrower"), the other Credit Parties signatory hereto, CONGRESS FINANCIAL CORPORATION (SOUTHWEST) in its capacity as administrative agent for the Revolver Secured Parties (as defined in the Credit Agreement referred to below) (together with its successors and a
CREDIT AGREEMENT Dated as of May 10, 2004 among COFFEYVILLE RESOURCES, LLC, COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC, COFFEYVILLE RESOURCES REFINING & MARKETING, LLC, COFFEYVILLE RESOURCES CRUDE TRANSPORTATION, LLC and COFFEYVILLE RESOURCES...Credit Agreement • February 11th, 2005 • Coffeyville Resources, Inc. • New York
This CREDIT AGREEMENT (this "Agreement"), dated as of May 10, 2004 among Coffeyville Resources, LLC, a Delaware limited liability company ("Resources"), Coffeyville Resources Nitrogen Fertilizers, LLC, a Delaware limited liability company ("Fertilizers"), Coffeyville Resources Refining & Marketing, LLC, a Delaware limited liability company ("Refining"), Coffeyville Resources Crude Transportation, LLC, a Delaware limited liability company ("Transportation") and Coffeyville Resources Terminal, LLC, a Delaware limited liability company ("Terminal") (Resources, Fertilizers, Refining, Transportation and Terminal are sometimes collectively referred to herein as the "Borrowers" and individually as a "Borrower"); the other Credit Parties signatory hereto; CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Sole Bookrunner, Sole Lead Arranger, Syndication Agent and Documentation Agent (in each such respective capacity, the "Arranger"; "Documentation Agent" and "Syndication
GUARANTYCoffeyville Resources, Inc. • February 11th, 2005 • New York
This GUARANTY dated as of May 10, 2004 (together with all amendments, if any, from time to time hereto, this "Guaranty"), by and among the Guarantors identified as such on the signature page hereof (each, a "Guarantor" and collectively, "Guarantors") and Congress Financial Corporation (Southwest), in its capacity as administrative agent for the Revolver Secured Parties (as defined in the Credit Agreement) (together with its successors and assigns, the "Administrative Agent").
SECURITY AGREEMENTSecurity Agreement • February 11th, 2005 • Coffeyville Resources, Inc. • New York
This SECURITY AGREEMENT, dated as of May 10, 2004 (together with all amendments, if any, from time to time hereto, this "Security Agreement"), among Coffeyville Resources, LLC, a Delaware limited liability company, Coffeyville Resources Nitrogen Fertilizers, LLC, a Delaware limited liability company, Coffeyville Resources Refining & Marketing, LLC, a Delaware limited liability company, Coffeyville Resources Crude Transportation, LLC, a Delaware limited liability company and Coffeyville Resources Terminal, LLC, a Delaware limited liability company (together, "Borrowers") Coffeyville Pipeline, Inc., a Delaware corporation, Coffeyville Refining & Marketing, Inc., a Delaware corporation, Coffeyville Nitrogen Fertilizers, Inc., a Delaware corporation, Coffeyville Crude Transportation, Inc., a Delaware corporation, Coffeyville Terminal, Inc., a Delaware corporation, Coffeyville Resources Management, Inc., a Delaware corporation, Coffeyville Group Holdings, LLC, a Delaware limited liability c
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 11th, 2005 • Coffeyville Resources, Inc. • New York
This FIRST AMENDMENT, dated as of October 8, 2004 (this "First Amendment") is entered into by and among COFFEYVILLE RESOURCES, LLC, a Delaware limited liability company ("Resources"), COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC, a Delaware limited liability company ("Fertilizers"), COFFEYVILLE RESOURCES REFINING & MARKETING, LLC, a Delaware limited liability company ("Refining"), COFFEYVILLE RESOURCES CRUDE TRANSPORTATION, LLC, a Delaware limited liability company ("Transportation"), and COFFEYVILLE RESOURCES TERMINAL, LLC, a Delaware limited liability company ("Terminal") (Resources, Fertilizers, Refining, Transportation and Terminal are sometimes collectively referred to herein as the "Borrowers" and individually as a "Borrower"), the other Credit Parties signatory hereto, CONGRESS FINANCIAL CORPORATION (SOUTHWEST), in its capacity as administrative agent for the Revolver Secured Parties (as defined in the Credit Agreement referred to below) (together with its successors and assi
