EX-10.1.1: FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

Exhibit 10.1.1

     Execution Version

COFFEYVILLE RESOURCES, LLC

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

     This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of August 23, 2007 (this “Amendment”), is entered into by and among COFFEYVILLE RESOURCES, LLC, a Delaware limited liability company (“Company”), COFFEYVILLE PIPELINE, INC., a Delaware corporation (“Pipeline”), COFFEYVILLE REFINING & MARKETING, INC., a Delaware corporation (“Refining”), COFFEYVILLE NITROGEN FERTILIZERS, INC., a Delaware corporation (“Fertilizers”), COFFEYVILLE CRUDE TRANSPORTATION, INC., a Delaware corporation (“Transportation”), COFFEYVILLE TERMINAL, INC., a Delaware corporation (“Terminal”), CL JV HOLDINGS, LLC, a Delaware limited liability company (“CL JV” and together with Pipeline, Refining, Fertilizers, Transportation and Terminal, collectively, “Holdings”) and CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Lenders listed on the signature pages hereto, GOLDMAN SACHS CREDIT PARTNERS L.P. and CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners (in such capacities, collectively, the “Arrangers”) and CREDIT SUISSE, as Administrative Agent, Collateral Agent, Funded LC Issuing Bank and Revolving Issuing Bank (in such capacities, collectively, the “Administrative Agent”), and is made with reference to that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of December 28, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Company, Holdings, the Subsidiaries of Holdings named therein, Lenders, Arrangers, Administrative Agent, and the other Agents party thereto. Capitalized terms used herein not otherwise defined herein or otherwise amended hereby shall have the meanings ascribed thereto in the Credit Agreement.

RECITALS:

     WHEREAS, the Credit Parties have requested that Requisite Lenders agree to amend certain provisions of the Credit Agreement as provided for herein; and

     WHEREAS, subject to certain conditions set forth herein, Requisite Lenders are willing to agree to such amendments relating to the Credit Agreement.

     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION I. AMENDMENTS TO CREDIT AGREEMENT

     A. Amendments to Section 1: Definitions.

     (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in proper alphabetical sequence:

          “Acquisition III LLC” means Coffeyville Acquisition III LLC, a Delaware limited liability company, which shall be majority-owned by the Sponsors and certain members of management of CVR.

          “CVR” shall mean CVR Energy, Inc., a Delaware corporation.

          “MergerSub 1” means CVR MergerSub 1, Inc., a Delaware corporation which will be wholly-owned by CVR.

          “MergerSub 2” means CVR MergerSub 2, Inc., a Delaware corporation which will be wholly-owned by CVR.

          “First Amendment” means that certain First Amendment to Second Amended and Restated Credit and Guaranty Agreement dated as of August 23, 2007 among Company, Holdings, the Arrangers, the Administrative Agent, the Collateral Agent and the financial institutions and the Credit Parties listed on the signature pages thereto.

          “First Amendment Effective Date” means the date of satisfaction or waiver by the Arrangers of the conditions referred to in Section III of the First Amendment.

          “GP Purchase Price” as defined in Section 6.9(l).

          “Managing GP” shall mean CVR GP, LLC, a Delaware limited liability company.

          “MLP” shall mean CVR Partners, LP, a Delaware limited partnership.

          “MLP Reorganization” shall mean (a) the formation of the MLP, the Managing GP and the Special GP by the Company; (b) the contribution by the Company of the assets of Coffeyville Resources Nitrogen Fertilizers, LLC to the MLP in consideration for a contribution by the MLP of interests in the MLP to the Special GP and the Managing GP; (c) the sale by the Company of the Capital Stock of the Managing GP to Acquisition III LLC in accordance with Section 6.9(l); and (d) the Restricted Payment made by the Company to the Sponsors in connection with the acquisition of the Capital Stock of the Managing GP made in accordance with Section 6.5(a)(x).

          “Partnership Agreement” shall mean that certain Agreement of Limited Partnership of CVR Partners, L.P., entered into among the Managing GP, the Special GP, and the Company, dated on or about August 23, 2007.

          “Special GP” shall mean CVR Special GP, LLC, a Delaware limited liability company.

     (b) The definition of “Guarantor” set forth in Section 1.1 of the Credit Agreement is hereby amended by adding the following at the end thereof:

          “; provided that, as of the First Amendment Effective Date, each of the MLP, the Special GP, MergerSub 1 and MergerSub 2 shall be deemed to be a Guarantor hereunder and under any other Credit Document.”

     (c) The definition of “Subsidiary” set forth in Section 1.1 of the Credit Agreement is hereby amended by adding the following at the end thereof:

          “It is agreed and understood that notwithstanding any provision in this Agreement to the contrary, as of the First Amendment Effective Date, the MLP and the Special GP shall each be deemed to be wholly-owned Subsidiaries of the Company.”

     (d) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Related Agreements” in its entirety and replacing it with the following:

          “Related Agreements” means, collectively, the Swap Agreement, the Management Agreement and the Partnership Agreement.

     B. Amendments to Section 5.10.

     Section 5.10 of the Credit Agreement is hereby amended by adding the following at the end thereof:

          “Notwithstanding any provision of this Agreement to the contrary, from and after the First Amendment Effective Date, each of the MLP and the Special GP shall be a Guarantor hereunder and a Grantor under the Pledge and Security Agreement.”

     C. Amendments to Section 6.4.

     Section 6.4 of the Credit Agreement is hereby amended by deleting clause (c) in its entirety and replacing it with the following clause (c):

          “(c) restrictions pursuant to the Credit Documents, Hedge Agreements, the Swap Agreement Documents, or the Partnership Agreement.”

     D.  Amendments to Section 6.5.

     Section 6.5(a) of the Credit Agreement is hereby amended by (i) deleting the word “and” immediately prior to the end of clause (viii) thereof and (ii) inserting the following clause (x) at the end thereof:

          “and (x) to the Sponsors solely for the purpose of funding the acquisition by Acquisition III LLC of the Capital Stock of the Managing GP from the Company in an amount not to exceed $20,000,000.”

     E. Amendments to Section 6.6.

     Section 6.6(d) of the Credit Agreement is hereby amended by deleting clause (iv) in its entirety and replacing it with the following clause (iv):

          “(iv) customary restrictions or conditions imposed by (x) law or (y) any of the Credit Documents or the Swap Agreement Documents, or restrictions or conditions imposed by the Partnership Agreement,”

     F. Amendments to Section 6.7.

     Section 6.7 of the Credit Agreement is hereby amended by (i) deleting the word “and” immediately prior to the end of clause (p) thereof and (ii) inserting the following clause (r) at the end thereof:

          “and (r) Investments made or deemed to be made in connection with clauses (a) and (b) of the definition of “MLP Reorganization”.”

     G. Amendments to Section 6.8.

     Section 6.8(c)(i) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(i) Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount for Company and its Subsidiaries in excess of the sum of (1) the corresponding amount set forth below opposite such Fiscal Year; provided, such amount for any Fiscal Year shall be increased by an amount equal to 100% of the excess, if any, of such amount for the previous Fiscal Year (without giving effect to any adjustments made in accordance with this proviso (provided that actual Consolidated Capital Expenditures in any Fiscal Year shall be first applied against any carryover from the prior Fiscal Year) and excluding any use of the Available Amount pursuant to subclause (2) below) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year:

		Consolidated
		Capital
Fiscal Year		Expenditures
2007		$375,000,000 plus the 2006 Carryover
2008		$	125,000,000
2009		$	125,000,000
2010		$	80,000,000
2011 and Thereafter		$	50,000,000

and (2) the Available Amount as of the last day of such Fiscal Year (provided that no portion of the Available Amount can be used for Consolidated Capital Expenditures until the entire amount available for Consolidated Capital Expenditure pursuant to clause (i)(1) of this section with respect to such Fiscal Year has been so expended).”

     H. Amendments to Section 6.9.

     Section 6.9 of the Credit Agreement is hereby amended by (i) deleting the word “and” immediately prior to the end of clause (j) thereof and (ii) inserting the following clause (l) and clause (m) at the end thereof:

          “(l) the sale of the Managing GP to Acquisition III LLC so long as (i) the Company and its Subsidiaries receive consideration, in cash, at the time of such sale equal to at least the amount of the Restricted Payment actually paid to the Sponsors pursuant to Section 6.5(a)(x) (the “GP Purchase Price”) and (ii) the net proceeds from such sale (after payment of any expenses) are applied in accordance with Section 2.14(a); and

          (m) any of Fertilizers or Refining may be merged with or into MergerSub 1 or MergerSub 2; provided that, each of MergerSub 1 and MergerSub 2 are direct wholly-owned Subsidiaries of CVR.”

     I. Amendments to Section 6.12.

     Section 6.12 of the Credit Agreement is hereby amended by (i) deleting the word “and” immediately prior to the end of clause (f) thereof and (ii) inserting the following clause (h) at the end thereof:

          “and (h) intercompany agreements between and/or among any or all of the Managing GP, the MLP, the Company, Acquisition III LLC or CVR or any of their subsidiaries;”

SECTION II. AMENDMENTS TO PLEDGE AND SECURITY AGREEMENT

     A. Amendments to Section 1: Definitions.

     The definition of “Grantor” set forth in Section 1.1 of the Pledge and Security Agreement is hereby amended by adding the following at the end thereof:

          “provided that, as of the First Amendment Effective Date, each of the MLP, the Special GP, MergerSub 1 and MergerSub 2 shall be deemed to be a Grantor hereunder.”

SECTION III. CONDITIONS PRECEDENT TO EFFECTIVENESS

     This Amendment shall become effective as of the date hereof only upon the satisfaction or waiver by the Arrangers of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”):

     A. Execution. The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each of the Credit Parties and Requisite Lenders.

     B. Fees. The Administrative Agent shall have received (i) for distribution to all Lenders executing this Amendment by no later than June 11, 2007, an amendment fee equal to 0.05% of such Lenders’ outstanding Loans and Commitments on the First Amendment Effective Date and (ii) all other fees and other amounts due and payable on or prior to the First Amendment Effective Date, including, to the extent invoiced, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by Company hereunder or any other Credit Document.

     C. Necessary Consents. Each Credit Party shall have obtained all material consents necessary in connection with the transactions contemplated by this Amendment.

     D. Other Documents. On or before the First Amendment Effective Date, the Company shall deliver to the Administrative Agent the following:

     (i) (A) A copy of each Organizational Document executed and delivered by each of the MLP, the Special GP, MergerSub 1 and MergerSub 2 (the “New Credit Parties”), certified as of a recent date by the appropriate governmental official, each dated the First Amendment Effective Date or a recent date prior thereto; (B) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (C) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Amendment and the Related Agreements to which it is a party or by which it or its assets may be bound as of the First Amendment Effective Date, certified as of the First Amendment Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (D) a good standing certificate from the applicable Governmental Authority of each New Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the First Amendment Effective Date; and (v) such other constitutive or organizational documents of any of the Credit Parties as the Arrangers may reasonably request.

     (ii) Originally executed copies of the favorable written opinions of Fried, Frank, Harris, Shriver & Jacobson LLP counsel for Credit Parties dated as of the First Amendment Effective Date with respect to the due authorization, execution, delivery and enforceability of each Credit Document to which any New Credit Party is a party to and

with respect to the validity and perfection of any Liens granted to or for the benefit of the Secured Parties by any New Credit Party and otherwise in form and substance reasonably satisfactory to the Arrangers (and each Credit Party hereby instructs such counsel to deliver such opinions to the Arrangers and Lenders).

     (iii) The Arrangers shall have received such other documents, information or agreements regarding Credit Parties as the Arrangers may reasonably request.

SECTION IV. REPRESENTATIONS AND WARRANTIES

     A. Corporate Power and Authority. Each Credit Party, which is party hereto, has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the “Amended Agreement”) and the other Credit Documents.

     B. Authorization of Agreements. (a) The execution and delivery of this Amendment and the performance of the Amended Agreement and the other Credit Documents have been duly authorized by all necessary action on the part of each Credit Party that is a party thereto.

     C. No Conflict. The execution and delivery by each Credit Party of this Amendment and the performance by each Credit Party of the Amended Agreement and the other Credit Documents do not and will not (i) violate (A) any material provision of any law, statute, rule or regulation, or of the certificate or articles of incorporation or partnership agreement, other constitutive documents or by-laws of Holdings, Company or any Credit Party or (B) any applicable order of any court or any rule, regulation or order of any Governmental Authority, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any Contractual Obligation of the applicable Credit Party, where any such conflict, violation, breach or default referred to in clause (i) or (ii) of this Section IV.C., individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, (iii) except as permitted under the Amended Agreement, result in or require the creation or imposition of any Lien upon any of the properties or assets of each Credit Party (other than any Liens created under any of the Credit Documents in favor of Collateral Agent on behalf of Lenders), or (iv) require any approval of stockholders or partners or any approval or consent of any Person under any Contractual Obligation of each Credit Party, except for such approvals or consents which will be obtained on or before the First Amendment Effective Date and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect.

     D. Binding Obligation. This Amendment has been duly executed and delivered by each of the Credit Parties party to the Amended Agreement and each constitutes a legal, valid and binding obligation of such Credit Party to the extent a party thereto, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally and except as enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

     E. Governmental Consents. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the execution and delivery by each Credit Party of this Amendment and the performance by Company and Holdings of the Amended Agreement and the other Credit Documents, except for such actions, consents and approvals the failure to obtain or make which could not reasonably be expected to result in a Material Adverse Effect or which have been obtained and are in full force and effect.

     F. Incorporation of Representations and Warranties From Credit Documents. The representations and warranties contained in Section 4 of the Amended Agreement are and will be true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date.

     G. Absence of Default. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Default.

SECTION V. ACKNOWLEDGMENT AND CONSENT

          Each Domestic Subsidiary and Holdings are referred to herein as a “Credit Support Party” and collectively as the “Credit Support Parties”, and the Credit Documents to which they are a party are collectively referred to herein as the “Credit Support Documents”.

          Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Support Documents the payment and performance of all “Obligations” under each of the Credit Support Documents to which it is a party (in each case as such terms are defined in the applicable Credit Support Document).

     Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited (except as expressly provided herein) by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date.

     Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not

required by the terms of the Credit Agreement or any other Credit Support Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Support Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

SECTION VI. MISCELLANEOUS

     A. Reference to and Effect on the Credit Agreement and the Other Credit Documents.

          (1) On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.

          (2) Except as specifically amended by this Amendment, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed.

          (3) The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Credit Documents.

     B. Severability. In case any provision in or obligation hereunder shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

     C. Execution. The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Credit Documents.

     D. Headings. Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

     E. APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HEREUNDER SHALL WAIVE ANY RIGHT TO TRIAL BY JURY.

     F. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and

delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

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OAK HILL CREDIT OPPORTUNITIES FINANCING, LTD.

OAK HILL CREDIT ALPHA FINANCE I (OFFSHORE ), LTD.

By:

/s/ Scott D. Krase

By:

/s/ Scott D. Krase

Name:

Scott D. Krase

Name:

Scott D. Krase

Title:

Authorized Person

Title:

Authorized Person

OAK HILL CREDIT ALPHA FINANCE I, LLC

CRP V

By:

Oak Hill Credit Alpha Fund, L.P.

By:

Oak Hill Advisors, L.P.

Its Member

As Portfolio Manager

By:

Oak Hill Credit Alpha Gen Par, L.P.

its General Partner

By:

/s/ Scott D. Krase

Name:

Scott D. Krase

Title:

Authorized Person

By:

Oak Hill Credit Alpha MGP, LLC,

its General Partner

By:

/s/ Scott D. Krase

Name:

Scott D. Krase

Title:

Authorized Person

OHSF II FINANCING LTD.

By:

/s/ Scott D. Krase

Name:

Scott D. Krase

Title:

Authorized Person

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LENDER:						By signing below, you have indicated your consent to the First Amendment to Second Amended and Restated Credit and Guaranty Agreement Name of Institution:
ING Investment Management CLO I, Ltd.						ING SENIOR INCOME FUND
By: ING Investment Management Co.						By: ING Investment Management Co.
as its Investment manager						as its Investment manager
/s/ CHARLES E. LEMIEUX						By:		/s/ CHARLES E. LEMIEUX
Name:  CHARLES E. LEMIEUX, CFA								Name:  CHARLES E. LEMIEUX, CFA
Title:    SENIOR VICE PRESIDENT								Title:    SENIOR VICE PRESIDENT
ING Investment Management CLO II, LTD.						ING International (II) — Senior Bank Loans Euro
By: ING Alternative Asset Management LLC,						By: ING Investment Management Co.
as its Investment manager						as its Investment manager
/s/ CHARLES E. LEMIEUX						/s/ CHARLES E. LEMIEUX
Name:  CHARLES E. LEMIEUX, CFA						Name:  CHARLES E. LEMIEUX, CFA
Title:    SENIOR VICE PRESIDENT						Title:    SENIOR VICE PRESIDENT
ING INVESTMENT MANAGEMENT CLO IV, LTD.						ING International (II) — Senior Bank Loans USD
By: ING Alternative Asset Management LLC,						By: ING Investment Management Co.
as its Investment advisor						as its Investment manager
/s/ CHARLES E. LEMIEUX						/s/ CHARLES E. LEMIEUX
Name:  CHARLES E. LEMIEUX, CFA						Name:  CHARLES E. LEMIEUX, CFA
Title:    SENIOR VICE PRESIDENT						Title:    SENIOR VICE PRESIDENT
ING PRIME RATE TRUST
By: ING Investment Management Co.
as its Investment manager
By:		/s/ CHARLES E. LEMIEUX
		Name:  CHARLES E. LEMIEUX, CFA
		Title:    SENIOR VICE PRESIDENT