As filed with the Securities and Exchange Commission on April 18, 2007

Registration No. 333-137588

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

AMENDMENT NO. 5

to

 

FORM S-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

CVR ENERGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

2277 Plaza Drive, Suite 500

Sugar Land, Texas 77479

(281) 207-7711

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

 

John J. Lipinski

2277 Plaza Drive, Suite 500

Sugar Land, Texas 77479

(281) 207-7711

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

 

With a copy to:

 

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this Registration Statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  o

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o 

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

CALCULATION OF REGISTRATION FEE

 

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

EXPLANATORY NOTE

 

The sole purpose of this amendment is to file Exhibits 10.4, 10.6, 10.13, 10.13.1 and 10.14 to the registration statement as indicated in Item 16 and in the Exhibit Index of this amendment. No change is made to the preliminary prospectus constituting Part I of the registration statement or Items 13, 14, 15 or 17 of Part II of the registration statement. Accordingly, this amendment consists only of the facing page, this explanatory note, Part II, the signature page to the registration statement, the Exhibit Index of the registration statement, and Exhibits 10.4, 10.6, 10.13, 10.13.1 and 10.14.

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

 

 

The following table sets forth the costs and expenses to be paid by the Registrant in connection with the sale of the shares of common stock being registered hereby. All amounts are estimates except for the SEC registration fee, the NASD filing fee and the                     listing fee.

 

 

 

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the “Securities Act”).

 

As permitted by the Delaware General Corporation Law, the Registrant’s Certificate of Incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability:

 

 

As permitted by the Delaware General Corporation Law, the Registrant’s Bylaws provide that:

 

The Registrant may enter into Indemnity Agreements with each of its current directors and officers to give these directors and officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s Certificate of Incorporation and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director, officer or employee of the Registrant regarding which indemnification is sought, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification.

 

The indemnification provisions in the Registrant’s Certificate of Incorporation and Bylaws and any Indemnity Agreements entered into between the Registrant and each of its directors and officers may be sufficiently broad to permit indemnification of the Registrant’s directors and officers for liabilities arising under the Securities Act.

 

CVR Energy, Inc. and its subsidiaries are covered by liability insurance policies which indemnify their directors and officers against loss arising from claims by reason of their legal liability for acts as such directors, officers or trustees, subject to limitations and conditions as set forth in the policies.

 

The underwriting agreement to be entered into among the company, the selling stockholder and the underwriters will contain indemnification and contribution provisions.

 

 

We issued             shares of common stock to Coffeyville Acquisition LLC in September 2006. The issuance was exempt from registration in accordance with Section 4(2) of the Securities Act of 1933.

 

 

(a) The following exhibits are filed herewith:

 

 

 

 

(b) None.

 

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 14 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

The undersigned Registrant hereby undertakes that:

 

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective; and

 

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Sugar Land, State of Texas, on this 18th day of April, 2007.

 

CVR ENERGY, INC.

 

John J. Lipinski

Chief Executive Officer and President

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

EXHIBIT INDEX

 

 

 

PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS [***] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIALITY.

EXHIBIT 10.4

AND TEXACO GASIFICATION POWER SYSTEMS

     THIS AGREEMENT, effective as of the 30th day of May, 1997 (“Effective Date”), by and between TEXACO DEVELOPMENT CORPORATION, a subsidiary of Texaco Inc., hereinafter referred to as “TEXACO DEVELOPMENT,” and FARMLAND INDUSTRIES, INC., hereinafter referred to as “LICENSEE”,

RECITALS

     WHEREAS, TEXACO DEVELOPMENT and its parent corporation, Texaco Inc., have conducted research and development work on the Texaco Gasification Process (“TGP”) and further applications or variants thereof, including without limitation, the Texaco Hydrogen Generation Process (“THGP”) and Texaco Gasification Power Systems (“TGPS”) (as more fully defined in Schedule I attached hereto), and have developed and acquired technical data and information pertinent to, and have been granted patents covering certain aspects of, the design, construction, operation and maintenance of plants for the practice of the TGP, THGP and TGPS; and

     WHEREAS, TEXACO DEVELOPMENT is prepared to grant nonexclusive licenses to LICENSEE for the use of such technical data and information and under certain patent rights relating to the design, construction, operation and maintenance of the Plant described in Paragraph 3.1 below, for the practice of the TGP and THGP and, in the event the Plant is subsequently modified, TGPS, including certain patent rights of Texaco Inc.; and

     WHEREAS, LICENSEE now desires to have access to such technical data and information from TEXACO DEVELOPMENT with the right to use the same, and a nonexclusive license under TEXACO DEVELOPMENT’s Patent Rights (as defined in Schedule I attached hereto)

to commercially practice the THGP (which by design includes practice of the TGP) and, at LICENSEE’s option, the TGPS at the Plant; and

     WHEREAS, in addition to the granting of licenses, a company Affiliated with TEXACO DEVELOPMENT will operate and maintain the Plant and provide certain technical services under the terms of a separate agreement which will be entered into between LICENSEE and such affiliated company.

     NOW, THEREFORE, for and in consideration of the above premises and of the covenants hereinafter set forth, the parties hereto mutually covenant and agree as follows:

1. DEFINITIONS

     1.1 The terms defined in Schedule I attached to and made a part of this License Agreement shall have those meanings wherever used herein.

2. GRANTS

     2.1 TEXACO DEVELOPMENT hereby grants and agrees to grant to LICENSEE, subject to the terms and conditions of this License Agreement, a nonexclusive license under TEXACO DEVELOPMENT’s Patent Rights to practice the TGP, THGP and/or TGPS for the production of Synthesis Gas where such Synthesis Gas will be used in the production of high purity hydrogen (in the case of THGP) and/or electric power (in the case of TGPS), in and only in the Plant, together with the right to use and sell the products thereby produced. The license so granted to LICENSEE shall be nontransferable, except as provided in Section 9.

     2.2 TEXACO DEVELOPMENT hereby grants and agrees to grant to LICENSEE, subject to the terms and conditions of this License Agreement, a nonexclusive license to use TEXACO DEVELOPMENT’s Technical Information to practice the TGP, THGP and/or TGPS for the production of Synthesis Gas where such Synthesis Gas will be used in the production of high purity hydrogen (in the case of THGP) and/or electric power (in the case of TGPS), in and only in the

Plant, together with the right to use and sell the products thereby produced. After LICENSEE has made the first royalty payment required hereunder, TEXACO DEVELOPMENT’s Technical Information shall be made available in writing or otherwise to LICENSEE directly by TEXACO DEVELOPMENT or through its nominee(s). The license so granted to LICENSEE shall be nontransferable except as provided in Section 9. The license granted in this Paragraph 2.2 shall in no event be construed as granting any license by implication, estoppel or otherwise under any patent rights or letters patent, such rights being granted only under Paragraph 2.1 hereof.

     2.3 Notwithstanding the definitions afforded TGPS and THGP in Schedule I, if LICENSEE produces electric power or high purity hydrogen from Synthesis Gas generated through the practice of TGP, regardless of the technique or process employed to produce those products, for purposes of Section 5 of this License Agreement, the parties hereto agree that such practice shall be regarded as TGPS or THGP, whichever appropriate.

     2.4 For general illustrative purposes, Schedule III (attached to and made a part of this License Agreement) includes a non-limiting, non-exhaustive list of certain of the unexpired U. S. Patents that are subject to the grant of Paragraph 2.1 hereof.

3. THE PLANT

     3.1 LICENSEE represents that it presently intends to build and place in commercial operation in, or within the proximity of, Coffeyville, Kansas, a plant for the practice of the THGP (which, by design, includes the practice of the TGP) within a reasonable time, but not later than December 31, 2002 (the “Plant”). The Gasifier Feed to such Plant is expected to be a solid carbonaceous substance derived from petroleum, including a carbonaceous solid (i.e., coal or petroleum coke), along with refinery or chemical plant byproducts and water. It is expected that the Plant shall have a configuration using direct quench in the Gasification section and shall have a designed capacity of about Eighty-six Thousand (86,000) MSCF of Output per operating day from the Gasification section. It is understood and agreed that LICENSEE shall be permitted to use other carbonaceous substances as Gasifier Feed in the Plant in addition to, or in lieu of, coal or petroleum coke; provided, however: (i) LICENSEE shall first advise TEXACO DEVELOPMENT in writing that it is contemplating the use of

such other feedstock; and (ii) TEXACO DEVELOPMENT will perform, or arrange to perform, the necessary study to assess the feasibility of processing such other carbonaceous substance in the Plant, and shall provide the engineering services, pursuant to the terms set forth in Paragraph 14.2 hereof.

     3.2 TEXACO DEVELOPMENT’s representatives alone or accompanied by TEXACO DEVELOPMENT’s licensees or potential licensees shall have reasonable access to the Plant for the purpose of promoting the TGP and further applications or variants thereof, including without limitation TGPS and THGP, upon reasonable advance notice and during normal business hours. Such visits shall take place at such times as reasonably agreed upon between the parties hereto so as not to unduly interfere with the operations of the Plant or otherwise cause undue inconvenience for LICENSEE.

          3.2.1 All visitors to the Plant, including employees of TEXACO DEVELOPMENT and its Affiliates, but excluding any personnel present as a result or in support of the Operations and Maintenance Agreement, process Guarantee Agreement or Texaco’s equity interest in the Plant, shall be required to sign the Release attached as Schedule IV to this License Agreement, in their individual capacity. The parties hereto contemplate that Farmland may determine that it is necessary or desirable from time to time to revise such Release due to certain changes in the applicable laws which may occur. Any such revision(s) shall require the written consent of TEXACO DEVELOPMENT, which consent shall not be unreasonably withheld. In the event a proposed revision has not been agreed upon by TEXACO DEVELOPMENT, then the visit shall take place in any event with the visitor being responsible to sign the Release as it existed prior to any proposed revision(s).

          3.2.2 TEXACO DEVELOPMENT shall indemnify LICENSEE against any claims brought by any employee of TEXACO DEVELOPMENT or its Affiliate for injury, death or damage which occurs during any Plant visit and which is directly caused by the gross negligence or willful misconduct of such employee(s), TEXACO DEVELOPMENT or its Affiliates. Any such indemnity shall be subject to the limit on TEXACO DEVELOPMENT’s liability set forth in Paragraph 8.6 of this License Agreement.

          3.2.3 TEXACO DEVELOPMENT agrees to use its reasonable efforts to cause visitors to comply with LICENSEE’s safety rules, provided that LICENSEE shall provide all visitors with safety training and instruction regarding such rules at no cost to TEXACO DEVELOPMENT or the visitors. Furthermore, such training and instruction shall be reasonable, shall not exceed thirty (30) minutes in duration, shall directly relate to the Plant, and shall be provided to all such visitors within two (2) hours of their arrival at the Plant on the day of the scheduled visit.

          3.2.4 LICENSEE, on request of TEXACO DEVELOPMENT a reasonable time in advance, shall furnish TEXACO DEVELOPMENT information and data relating to the operation of the Plant and samples of Gasifier Feed and other materials.

     3.3 The visitation rights contemplated under Paragraph 3.2 shall remain in full force and effect for a period of twenty (20) years from the Effective Date of this License Agreement. Within a reasonable time prior to the expiration of said period, TEXACO DEVELOPMENT may request that the visitation rights be extended for additional five (5) year intervals. Any such extension(s) shall become effective in the event the parties hereto mutually agree to such extensions. Furthermore, Plant visits shall not be available to LICENSEE’s top five competitors in the nitrogen fertilizer business without LICENSEE’s prior written approval. LICENSEE shall identify to TEXACO DEVELOPMENT in writing, on an annual basis on or before the first day of March of each year, its top five competitors in the nitrogen fertilizer business. In the event LICENSEE does not update the aforesaid top five competitors in any particular year, the top five competitors last identified by LICENSEE shall be used for purposes of this Paragraph.

4. ROYALTIES AND ACCOUNTING

     4.1 LICENSEE shall pay royalties and fees at rates and under terms set forth in Schedule II attached to and made a part of this License Agreement.

     4.2 LICENSEE shall keep such accurate, complete and detailed records and accounts of all TGP, THGP and TGPS operations conducted at the Plant by LICENSEE as may be necessary to determine the royalties and fees payable by LICENSEE hereunder. LICENSEE further

agrees that TEXACO DEVELOPMENT, through its representatives who are authorized by TEXACO DEVELOPMENT in writing, may, during business hours and upon providing LICENSEE with reasonable advance notice, make such examinations of LICENSEE’s TGP, THGP and TGPS operations and such examinations and copies of such records and accounts as may be necessary to verify the royalties and fees contemplated hereunder, as well as all other information LICENSEE is required to report to TEXACO DEVELOPMENT under Section 4 of this License Agreement.

     4.3 LICENSEE shall render to TEXACO DEVELOPMENT annual statements in a form acceptable to TEXACO DEVELOPMENT, on or before the first day of March of each year, with respect to all TGP, THGP and TGPS operations conducted by LICENSEE during the preceding twelve (12) calendar months, but reported as six (6) calendar month accounting periods ending on the last day of December and the last day of June, respectively, and which statement shall contain the following information:

          4.3.1 The total Daily Average Output from the Gasification section of the Plant for all operations conducted by LICENSEE during the accounting periods;

          4.3.2 The excess (in daily averages), if any, of the total Daily Average Output from the Gasification section of the Plant reported under Subparagraph 4.3.1 above, over the total Daily Average Output for all operations conducted by LICENSEE for which paid-up capacity has been theretofore purchased by LICENSEE under this License Agreement;

          4.3.3 The total Output from the Gasification section of the Plant for all operations conducted by LICENSEE during the accounting periods;

          4.3.4 The total Output from the Gasification section of the Plant that is allocated for THGP operations and TGPS operations, respectively; and

          4.3.5 The total Gasifier Feed to the Gasification section of the Plant for all operations conducted by LICENSEE during the accounting periods, including a report of the relative amount of each component of the total feed, i.e., the amount of petroleum coke, coal, and the by-

product feeds contemplated in Paragraph l(b) of Schedule II. Further in connection with Paragraph l(b) of Schedule II, LICENSEE shall report all payments it receives for processing the feedstock(s) contemplated thereunder and all costs incurred for modification of the Plant for the processing of such feedstock(s).

     4.4 The first accounting period shall commence when the Plant has produced synthesis gas for a continuous forty-eight (48) hour period, and terminate at the end of the next December, and each succeeding accounting period shall be the succeeding six (6) month period, except in the event of the termination of this License Agreement prior to the end of such six (6) month accounting period, in which event the accounting period shall be deemed to be the fractional part of such six (6) month period which ends on the effective date of such termination except as specified otherwise in Paragraph 7.3 below.

5. CROSS-LICENSING

     5.1 LICENSEE hereby grants and agrees to grant to TEXACO DEVELOPMENT, without obligation to account to LICENSEE therefor or for grants made thereunder, an irrevocable, paid-up license and the irrevocable right and power to grant, either directly or through others, to Texaco Inc. and its affiliates and to the TGP licensees of TEXACO DEVELOPMENT, nonexclusive licenses under LICENSEE’s Patent Rights relating to the TGP and for the use of LICENSEE’s Technical Information relating to the TGP in any and all countries throughout the world together with the right to use and sell any products produced thereby. LICENSEE agrees to make LICENSEE’s Technical Information relating to the TGP available to TEXACO DEVELOPMENT for use under the aforesaid licenses.

     5.2 LICENSEE hereby grants and agrees to grant to TEXACO DEVELOPMENT, without obligation to account to LICENSEE therefor or for grants made thereunder, an irrevocable, paid-up license to use and the irrevocable right and power to grant, either directly or through others, to Texaco Inc. and its affiliates and to the THGP licensees of TEXACO DEVELOPMENT, nonexclusive licenses to use LICENSEE’s Patent Rights relating to the THGP and for the use of LICENSEE’s Technical Information relating to the THGP in any and all countries throughout the

world, together with the right to use and sell any products produced thereby. LICENSEE agrees to make LICENSEE’s Technical Information relating to the THGP available to TEXACO DEVELOPMENT for use under the aforesaid licenses.

     5.3 LICENSEE hereby grants and agrees to grant to TEXACO DEVELOPMENT, without obligation to account to LICENSEE therefor or for grants made thereunder, an irrevocable, paid-up license and the irrevocable right and power to grant, either directly or through others, to Texaco Inc. and its affiliates and to the TGPS licensees of TEXACO DEVELOPMENT, nonexclusive licenses under LICENSEE’s Patent Rights relating to the TGPS and for the use of LICENSEE’s Technical Information relating to the TGPS in any and all countries throughout the world together with the right to use and sell any products produced thereby. LICENSEE agrees to make LICENSEE’s Technical Information relating to the TGPS available to TEXACO DEVELOPMENT for use under the aforesaid licenses.

     5.4 TEXACO DEVELOPMENT and LICENSEE understand and agree that Paragraphs 5.1, 5.2 and 5.3 each include separate and distinct grants of LICENSEE’s Patent Rights and LICENSEE’s Technical Information and TEXACO DEVELOPMENT and LICENSEE further agree that, for all purposes, these grants should be treated as separate grants as if they were made herein in separate paragraphs or subparagraphs.

     5.5 TEXACO DEVELOPMENT and LICENSEE understand and agree that for purposes of this Section 5, the rights of extension granted to TEXACO DEVELOPMENT in Paragraphs 5.1, 5.2 and 5.3 permit TEXACO DEVELOPMENT to grant LICENSEE’s Patent Rights and Technical Information to TEXACO DEVELOPMENT’s licensees of the TGP and all further applications or variants thereof, including without limitation TGPS and THGP.

6. CONFIDENTIAL INFORMATION

     6.1 Unless previously authorized by TEXACO DEVELOPMENT in writing, LICENSEE shall use TEXACO DEVELOPMENT’s Technical Information only in connection with licensed operations in the Plant and shall not make any disclosure of, and shall use its best efforts to

prevent the duplication or disclosure of such information which is not public information or otherwise generally available to the public, and shall not export or re-export such information or data or the product thereof. LICENSEE shall be permitted to disclose such information if and only if it is legally compelled to make such disclosure; provided, however, that prior to making any disclosure LICENSEE shall first notify TEXACO DEVELOPMENT in writing of the need to make the disclosure and the parties hereto shall cooperate in connection with obtaining a protective order or other mechanism which will preserve the proprietary value of such information. The parties do not intend this Section 6 to include confidential business information. The terms and conditions under which the parties hereto will exchange business information that is confidential is covered in a separate business information confidentiality agreement dated May 27, 1997.

     6.2 With respect to the obligations incurred under this Section 6, information disclosed through an unauthorized disclosure by a third party under a confidentiality obligation with TEXACO DEVELOPMENT with respect to such information shall not in itself be deemed to be public information or otherwise generally available to the public.

     6.3 The prohibition on disclosure set forth in Paragraph 6.1 above prohibits LICENSEE from disclosing TEXACO DEVELOPMENT’s Technical Information to any third party, including without limitation LICENSEE’s contractors and LICENSEE’s affiliates. Such third parties, including contractors and affiliates, shall only be permitted to have access to TEXACO DEVELOPMENT’s Technical Information directly from TEXACO DEVELOPMENT and after having entered into a written secrecy agreement with TEXACO DEVELOPMENT.

     6.4 If LICENSEE enters into a contract with any third party to perform work related to the design, construction, operation and maintenance of the Plant who shall receive or have access to TEXACO DEVELOPMENT’s Technical Information, any such third party may not perform any of the aforementioned work until LICENSEE first receives TEXACO DEVELOPMENT’s written approval, which approval shall not be unreasonably withheld. Furthermore, where such third party will receive LICENSEE’s Technical Information or provide back to LICENSEE technical data and operating information which may become LICENSEE’s Technical Information, LICENSEE shall use commercially reasonable efforts to obtain a written agreement from such third party allowing

LICENSEE to disclose such information to others without obligation to account to such third party therefor. The obligation set forth in this Paragraph 6.4 does not apply to any information that must be kept confidential pursuant to the terms of a prior written confidentiality obligation that is in effect before entering into such a contract with LICENSEE, provided TEXACO DEVELOPMENT is notified by LICENSEE of such preexisting confidentiality obligation.

7. TERM AND TERMINATION

     7.1 Unless previously terminated in accordance with Paragraph 7.2 or canceled and, hence, terminated under Paragraph l (c) of Schedule II, this License Agreement shall terminate and expire upon the cessation of the commercial operation of the Plant. The parties hereto do not intend to allow this License Agreement to terminate due to a suspension (of finite duration) of commercial operations. In this regard, if the LICENSEE decides to suspend commercial operation of the Plant, LICENSEE shall so notify TEXACO DEVELOPMENT in writing. The parties hereto will then engage in good faith discussions to reach agreement on what constitutes a reasonable period for suspension of commercial operations to avoid termination of this License Agreement, In no event shall the period of suspension exceed three (3) years.

     7.2 If, however, LICENSEE shall fail to make any of the payments set forth in this License Agreement, or any part thereof when due, or shall fail to achieve Plant Startup by December 31, 2002, or shall fail to perform any other of its promises or obligations under this License Agreement, TEXACO DEVELOPMENT may terminate this License Agreement and revoke all licenses, rights, privileges, and authorizations of this License Agreement by giving forty-five (45) days written notice to LICENSEE to that effect, at the end of which time this License Agreement shall terminate unless during that time LICENSEE shall have fully remedied such default to TEXACO DEVELOPMENT’s satisfaction. In the event that LICENSEE contends that an event of default cannot possibly be cured in the forty-five (45) days, LICENSEE shall so advise TEXACO DEVELOPMENT in writing stating the reasons that support its position. If TEXACO DEVELOPMENT, in its sole discretion, indicates in writing that it agrees with LICENSEE’s position, TEXACO DEVELOPMENT agrees that this License Agreement shall not terminate until one additional forty-five (45) day period has elapsed, provided that LICENSEE commences the cure of such default within the initial forty-five (45) day

period and continues to work diligently, in TEXACO DEVELOPMENT’s sole opinion, to cure such default. Furthermore, TEXACO DEVELOPMENT agrees that in the event (i) LICENSEE violates any of the confidentiality provisions of Paragraph 6.1, or (ii) LICENSEE violates any of the other provisions of this License Agreement, TEXACO DEVELOPMENT may not initiate the termination proceedings contemplated in this Paragraph 7.2 except as may be permitted by the provisions of Paragraph 13.3.1. Notwithstanding anything contained herein, in the event LICENSEE breaches this License Agreement under Section 6 (Confidential Information) as a result of LICENSEE’s gross negligence or willful misconduct as determined through arbitration, TEXACO DEVELOPMENT may terminate this License Agreement and revoke all licenses, rights, privileges and authorizations of this License Agreement. Furthermore, in the event TEXACO DEVELOPMENT has actually received the payments set forth in Paragraphs 1(a)(i), (ii) and (iii) of Schedule II, as well as any other amounts that have become due and payable by LICENSEE hereunder, prior to December 31, 2002, TEXACO DEVELOPMENT agrees that it will not terminate this License Agreement for failure to achieve Plant Startup prior to December 31, 2002.

     7.3 After the effective date of any termination or expiration of this License Agreement, neither LICENSEE nor TEXACO DEVELOPMENT shall have any further rights under this License Agreement except that: (i) such termination or expiration shall not relieve LICENSEE of any obligation (e.g., visitation) or liability accrued hereunder prior to the effective date of such termination or expiration; (ii) such termination or expiration shall not affect in any way the then existing licenses, rights and powers granted or agreed to be granted by, or obligations of LICENSEE under Section 5 (Cross Licensing); (iii) such termination or expiration shall not relieve LICENSEE of its obligations under Section 6 (Confidential Information); (iv) such termination or expiration shall not relieve LICENSEE of its obligations incurred under Paragraph 1(b) of Schedule II; and (v) other than for termination due to the default of LICENSEE pursuant to Paragraph 7.2 above, LICENSEE shall have the right to continue operations licensed hereunder only up to the paid-up capacity acquired prior to termination and LICENSEE shall continue to render annual statements as required by the accounting provisions of Section 4 (Royalties and Accounting).

8. LIABILITY — WARRANTIES

     8.1 LICENSEE and TEXACO DEVELOPMENT understand and agree that, as between LICENSEE and TEXACO DEVELOPMENT, the construction, operation and maintenance of the Plant is the sole responsibility of LICENSEE. Accordingly, TEXACO DEVELOPMENT shall have no liability to LICENSEE or to third parties for any injuries to person or property arising in connection with the construction, operation or maintenance of the Plant and LICENSEE shall indemnify TEXACO DEVELOPMENT for any liability, claims, costs and expenses associated therewith. Except as may be specified in the guarantee agreement described in Paragraph 14.1, TEXACO DEVELOPMENT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN AS PROVIDED IN PARAGRAPHS 8.2, 8.3 (PATENT INDEMNITY) AND 8.4 BELOW, AND SPECIFICALLY EXCLUDES ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE WITH RESPECT TO ANY INFORMATION OR DATA FURNISHED HEREUNDER OR THE PERFORMANCE OF THE PLANT OR ANY COMPONENT THEREOF. In no event shall TEXACO DEVELOPMENT be liable for loss of prospective profits or special or consequential losses, damages, and/or related expenses, whether or not TEXACO DEVELOPMENT has been advised of the possibility of such damages.

     8.2 TEXACO DEVELOPMENT and LICENSEE each represents and warrants that it has the right, power and authority to grant the licenses and rights of extension and make the agreements set forth in this License Agreement.

     8.3 TEXACO DEVELOPMENT will, at its sole cost and expense, upon LICENSEE’S written demand, defend any suit or action brought against LICENSEE by a third party, alleging infringement of process claims, as further qualified hereinbelow, of an unexpired United States patent, which is in full force and effect as of the Effective Date of this License Agreement and which results from the use of TEXACO DEVELOPMENT’S Technical Information in accordance with this License Agreement in the operation of the Plant with respect to TGP or THGP only, and to the extent such operation is based on process designs for TGP or THGP specifically approved by TEXACO DEVELOPMENT in writing; provided, however, such indemnity shall not apply if such infringement is the result of combination of TEXACO

DEVELOPMENT Technical Information with technical information supplied by a party other than TEXACO DEVELOPMENT. LICENSEE will use its best efforts to obtain a right of defense and indemnity against any claim for patent infringement, from each and every supplier of materials (such as, but not limited to, catalysts, solvents, etc.) which are to be used in the equipment used in the processes licensed hereunder. The indemnification by TEXACO DEVELOPMENT hereunder shall not apply to the extent LICENSEE is indemnified by any supplier under an indemnification obtained by LICENSEE pursuant to LICENSEE’s efforts under the immediately preceding sentence. This paragraph does not apply to equipment supplied by third parties as discussed in Paragraph 8.3.3 of this License Agreement.

          8.3.1 TEXACO DEVELOPMENT will, upon LICENSEE’s written demand, indemnify LICENSEE and hold LICENSEE harmless from and against all expenses of defending such suits and actions and from all payments which by final judgments therein may be assessed against and are actually paid by LICENSEE on account of such suit or action; provided, however, that if LICENSEE elects to participate in the defense of any of such suits or actions, all costs associated with LICENSEE’s participation shall be borne by LICENSEE. TEXACO DEVELOPMENT shall not be liable to LICENSEE for any indirect, consequential or other damages, costs or expenses under this Section 8.3.

          8.3.2 The obligations of TEXACO DEVELOPMENT under this Section 8.3 are subject to the requirement that LICENSEE shall give TEXACO DEVELOPMENT prompt written notice for any such suit or threat of suit. Neither party shall settle nor compromise any such suit without the other party’s prior written consent if by such settlement, the other party is obligated to make any substantial modification to THGP, to make any monetary payment, to part with any property or any interest therein, to assume any obligation, to be subject to any injunction, or to grant any license or other right under the settling party’s patent rights, with the understanding that any such consent may not be unreasonably withheld.

          8.3.3 TEXACO DEVELOPMENT shall not have any obligation hereunder for any alleged or actual infringement that is not expressly described in this Section 8.3. If the alleged or actual infringement meets the express requirements of this Section 8.3, TEXACO

DEVELOPMENT shall not have any obligation hereunder if such infringement is caused by the use of any design, equipment (to the extent the alleged infringing process is practiced within the equipment) or processes supplied by a party other than TEXACO DEVELOPMENT, or which TEXACO DEVELOPMENT did not approve for use in writing prior to any alleged infringing use.

          8.3.4 TEXACO DEVELOPMENT’s obligation under the above provisions in this Section 8.3 shall be further subject to Section 8.6 hereof and shall not exceed in total, an amount equal to [***] of the royalties and fees due and actually received by TEXACO DEVELOPMENT with respect to the Plant pursuant to this License Agreement or [***], whichever is less.

     8.4 TEXACO DEVELOPMENT represents, warrants and agrees as follows:

          8.4.1 TEXACO DEVELOPMENT is a corporation duly organized and validly existing under the laws of the State of Delaware, TEXACO DEVELOPMENT has the complete and unrestricted power and right to enter into this License Agreement and there is no fact of which TEXACO DEVELOPMENT has actual knowledge as of the Effective Date that would prevent it from performing its obligations hereunder; this License Agreement has been duly authorized, executed and delivered by TEXACO DEVELOPMENT and constitutes a legal, valid and binding obligation of TEXACO DEVELOPMENT enforceable against TEXACO DEVELOPMENT in accordance with its terms, neither the execution and delivery by TEXACO DEVELOPMENT of this Agreement nor the consummation of the transaction contemplated by this Agreement, as far as TEXACO DEVELOPMENT is actually aware of as of the Effective Date, violates any law or any court or governmental agency order binding on TEXACO DEVELOPMENT or requires the consent or approval of, or the giving of notice by any person to or the taking of any other action in respect of any governmental agency or authority or any person not a party to this License Agreement.

          8.4.2 There is no fact of which TEXACO DEVELOPMENT has actual knowledge as of the Effective Date that would prevent it from stating that, except to the extent owned by TEXACO DEVELOPMENT’s licensees and/or third party contractors, TEXACO

DEVELOPMENT owns the entire right, title and interest in and to TEXACO DEVELOPMENT’s Technical Information. TEXACO DEVELOPMENT or Texaco Inc. owns and has the right to license each of the patents listed in Schedule III and each of such patents is in full force and effect.

          8.4.3 TEXACO DEVELOPMENT has no knowledge as of the Effective Date of any constraints, restrictions, or other impediments of any nature or kind which would prevent the ability of LICENSEE to practice the TGP or THGP.

          8.4.4 TEXACO DEVELOPMENT’s Technical Information, that was or will be supplied under a separate Process Information Package Letter Agreement dated March 6, 1997, was prepared and delivered in accordance with accepted engineering practices or TEXACO DEVELOPMENT’s engineering practices, whichever standard is higher.

          8.4.5 Certain Patent Rights licensed to LICENSEE under Paragraph 2.1 of this License Agreement are owned by Texaco Inc. TEXACO DEVELOPMENT has the full right and authority to grant LICENSEE the license set forth in Paragraph 2.1 under such Patent Rights. Analogously, TEXACO DEVELOPMENT has the full right and authority to grant LICENSEE the license set forth in Paragraph 2.2 under all of TEXACO DEVELOPMENT’s Technical Information that is in fact owned by TEXACO DEVELOPMENT or Texaco Inc., as well as TEXACO DEVELOPMENT’s licensees and/or third party contractors.

          8.4.6 TEXACO DEVELOPMENT has used its reasonable efforts to assure that it has delivered or shall deliver to LICENSEE all of TEXACO DEVELOPMENT’s Technical Information that is necessary to operate the Plant.

     8.5 LICENSEE represents and warrants that LICENSEE is a corporation duly organized and validly existing under the laws of the State of Kansas; LICENSEE has the complete and unrestricted power and right to enter into this License Agreement and to perform its obligations hereunder; this License Agreement has been duly authorized, executed and delivered by LICENSEE

and constitutes a legal, valid and binding obligation of LICENSEE enforceable against LICENSEE in accordance with its terms, neither the execution and delivery by LICENSEE of this License Agreement nor the consummation of the transactions contemplated by this License Agreement by LICENSEE violates any law or any court or governmental agency order binding on LICENSEE or requires the consent or approval of, or the giving of notice by any person to or the taking of any other action in respect of any governmental agency or authority or any person not a party to this License Agreement.

     8.6 Subject to Paragraph 8.3.3, the total cumulative liability of TEXACO DEVELOPMENT under this License Agreement and its liability under any separate performance guarantee agreement shall not exceed [***] of the total royalties and fees due and actually received by TEXACO DEVELOPMENT with respect to the Plant under this License Agreement and which are directly attributable to this License Agreement or [***], whichever is less. Accordingly, any fees received under the provisions of a separate agreement do not pertain to this Paragraph 8.6. This paragraph 8.6 is intended to address TEXACO DEVELOPMENT’s limit of liability and shall not be construed as a liquidated damages provision.

9. PARTIES BOUND

     9.1 This License Agreement shall benefit and be binding upon the parties hereto and their respective successors and assigns; provided, however, that LICENSEE shall not assign any of the rights and privileges granted or be relieved of its obligations hereunder without the prior written consent of TEXACO DEVELOPMENT, which consent shall not be unreasonably withheld.

     9.2 In no event shall TEXACO DEVELOPMENT be expected to give its consent to assignment of this License Agreement to an entity that (a) TEXACO DEVELOPMENT or Texaco Inc. is precluded from doing business with under Texaco Inc.’s written corporate policy in effect at the time LICENSEE requests TEXACO DEVELOPMENT’s consent for assignment, it being understood that the mere fact that the prospective assignee is in the fertilizer business shall not constitute a sufficient basis for TEXACO DEVELOPMENT to withhold its consent under this clause 9.2(a); (b) TEXACO DEVELOPMENT or Texaco Inc. is precluded from doing business with, by reason or law

or governmental regulations; or (c) is in competition with TEXACO DEVELOPMENT or Texaco Inc. relative to gasification, hydrogen production and/or power generation.

     9.3 Subject to Paragraph 9.4 hereof, TEXACO DEVELOPMENT will consent to an assignment of this License Agreement to an Affiliate of LICENSEE; provided, however, that LICENSEE remains liable hereunder to the extent the assignee fails to perform any obligations hereunder.

     9.4 No assignment of this License Agreement shall be effective unless and until the designated assignee accepts all of the terms and obligations of this License Agreement and satisfies all conditions set forth in Paragraph 9.2 hereof.

10. EXPORT CONTROL REGULATIONS

     10.1 The obligation of TEXACO DEVELOPMENT to provide Technical Information as well as the subsequent use, sale or any disposition of the products directly produced by the TGP, THGP and/or TGPS, are subject to U.S. export control laws and regulations and LICENSEE shall comply therewith in regard to any information or data furnished by TEXACO DEVELOPMENT and with regard to such use, sale or disposition.

11. ADDRESSES OF PARTIES

     11.1 The addresses and telefax numbers of the parties hereto for all purposes specified in this License Agreement including notices and payments shall be as follows:

TEXACO DEVELOPMENT:

TEXACO DEVELOPMENT CORPORATION
2000 Westchester Avenue
White Plains, New York 10650
USA

		Attention: Telefax:		Vice President 914-253-7744

LICENSEE:

FARMLAND INDUSTRIES, INC.
Department 62
3315 North Oak Trafficway
Kansas City, Missouri 64116

		Attention: Telefax:		General Counsel 816-459-5902

Either party hereto shall have the right to change its address or telefax number by prior notice in writing directed to the other party.

12. PUBLICITY

     12.1 TEXACO DEVELOPMENT and LICENSEE shall each be permitted to issue press releases or otherwise publicize the fact that the parties have entered into this License Agreement and may describe the general nature of this License Agreement in any publication, written or otherwise, provided, however, that TEXACO DEVELOPMENT and LICENSEE shall first mutually agree on the content of the subject matter contained in any such publication. TEXACO DEVELOPMENT and LICENSEE shall also mutually agree upon the content of releases of information available for public review or inspection, including, without limitation, information related to safety related regulatory reviews and environmental permit applications. Notwithstanding the foregoing provisions of this Paragraph 12.1, any party hereto may disclose information contemplated under this Paragraph 12.1 where such disclosure is required by law or regulation, provided that the disclosing party first gives the other party an opportunity to comment on such disclosures. In no event shall anything contained in this Section 12 be construed to permit disclosure of TEXACO DEVELOPMENT’s confidential information.

     12.2 Subject to the provisions of Paragraph 12.1 above, if this License Agreement terminates or is canceled by LICENSEE, or if LICENSEE decides not to build the Plant and place it into commercial operation or to delay the construction or commercialization of the Plant, any public

statement to that effect, whether written or otherwise, shall be mutually agreed to by TEXACO DEVELOPMENT and LICENSEE.

     12.3 Each party hereto shall have the right to delay any such publication anticipated in Paragraphs 12.1 and 12.2 above for a reasonable period if it would have an adverse impact on its own commercial activities or relationships.

13. DISPUTE RESOLUTION AND ARBITRATION

     13.1 TEXACO DEVELOPMENT and LICENSEE will attempt in good faith to resolve any controversy or claim arising out of or relating to this License Agreement promptly by negotiations between senior executives or officers of the parties hereto who have authority to settle the controversy, including, but not limited to, any controversy or claim arising out of or relating to Section 7 of this License Agreement.

     13.2 The disputing party hereto shall give the other party written notice of the dispute. Within twenty (20) days after receipt of said notice, the receiving party shall submit to the other party a written response. The notice and response shall include (i) a statement of each party’s position and a summary of the evidence and arguments supporting its position; and (ii) the name and title of the representative who will represent that party. The representatives shall meet at a mutually acceptable time and place within thirty (30) days of the date of the disputing party’s notice and thereafter as often as such representatives reasonably deem necessary to exchange relevant information and to attempt to resolve the dispute.

     13.3 If the matter has not been resolved pursuant to Paragraphs 13.1 and 13.2 within sixty (60) days of the disputing party’s notice, or as the parties may otherwise agree in writing, or if any party hereto will not participate in such procedure, the controversy shall be settled by arbitration in accordance with American Arbitration Association rules and policies pursuant to which three arbitrators (the “Arbitrators”) shall be appointed, one by each party hereto and the third by the first two appointed Arbitrators. Judgment upon the award rendered by the Arbitrators may be entered by any court having jurisdiction thereof, or in a U.S. District Court, or in the courts of the State of

New York or the State of Missouri. The place of arbitration shall be the United States of America. The arbitration shall be conducted in the English language. Each party shall bear its own costs and expenses associated with any arbitration.

     13.3.1 In the event the controversy is related to a violation by LICENSEE of any of the confidentiality provisions of Paragraph 6.1, or any of the other provisions of this License Agreement, and TEXACO DEVELOPMENT is seeking termination of this License Agreement as part or all of the remedy for any such violation, the Arbitrators first shall determine whether LICENSEE has violated the applicable provision of this License Agreement, and, if so, the Arbitrators shall determine if the remedy sought by TEXACO DEVELOPMENT is the appropriate remedy by considering, among other things, the following:

a)		the nature and gravity of such violation;
b)		the nature, gravity and similarity of any previous violations by LICENSEE;
c)		the steps and/or procedures LICENSEE has implemented or plans to implement to prevent any future violations of the applicable provision;
d)		the impact of the remedy on each party; and
e)		the harm to TEXACO DEVELOPMENT caused by the violation.

Among other possible remedies, the Arbitrators shall have the authority to award TEXACO DEVELOPMENT double its actual damages in appropriate circumstances. In the event that the Arbitrators grant TEXACO DEVELOPMENT the right to terminate this License Agreement as a fair and appropriate remedy, then the Arbitrators shall grant to TEXACO DEVELOPMENT such right pursuant to a written opinion setting forth their reasons in support of such remedy. In that event, TEXACO DEVELOPMENT shall have the right, but not the obligation, to terminate this License Agreement and revoke all licenses, rights, privileges and authorizations of this License Agreement. The foregoing provisions of this Paragraph shall in no way be deemed to limit, restrict or otherwise modify any rights of TEXACO DEVELOPMENT under Paragraph 13.5.

     13.4 Neither TEXACO DEVELOPMENT, LICENSEE, any witness nor the Arbitrators may disclose the contents of any arbitration hereunder without the written consent of both the parties, unless and then only to the extent required to enforce the award, or as may be required by law, or as are normal and necessary for financial and tax reports and audits.

     13.5 If TEXACO DEVELOPMENT believes that LICENSEE is using TEXACO DEVELOPMENT’s Technical Information or any other data, trade secrets, technical information, know-how, or other proprietary information accessed hereunder by LICENSEE, unlawfully or is treating the same in a manner which could compromise its proprietary value, or if TEXACO DEVELOPMENT believes LICENSEE is not complying with Section 9 (Parties Bound) or Section 10 (Export Control Regulations), then TEXACO DEVELOPMENT shall be permitted to immediately submit the matter to arbitration under Paragraph 13.3. In such case, the parties hereto agree that the Arbitrators shall have full authority to immediately enjoin any further activity of LICENSEE upon a finding by the Arbitrators that LICENSEE is engaging in activity referred to in the immediately preceding sentence, and LICENSEE agrees that it will be fully bound by any injunction or restraining order issued by the Arbitrators respecting such activities. Such injunction or restraining orders shall become effective immediately and shall not have to be entered by any court to become effective and shall not preclude any award of monetary damages. Alternatively, if TEXACO DEVELOPMENT decides that a proper injunction could not be issued expeditiously enough through arbitration, the parties hereto agree that TEXACO DEVELOPMENT may go directly to the courts specified in Paragraph 13.3 to seek injunctive relief.

     13.6 The parties hereto agree and agree to use their best efforts to cause their respective Affiliates to seek to adopt Paragraph 13 of this Agreement in various additional agreements that are entered into with third parties and that relate to the subject matter of this Agreement.

     13.7 This Section 13 shall survive the termination or expiration of this License Agreement and remain in force so long as there remain outstanding rights or obligations of either party subject to arbitration.

14. ADDITIONAL AGREEMENTS

     14.1 In addition to this License Agreement, TEXACO DEVELOPMENT and LICENSEE have entered into a separate Process Information Package Letter Agreement dated March 6, 1997 for engineering services relating to the design basis and process design specification of the Plant. TEXACO DEVELOPMENT and LICENSEE shall enter into a mutually acceptable separate Guarantee Agreement which will cover certain performance guarantees of the process licensed hereunder. TEXACO DEVELOPMENT, or an Affiliate, and LICENSEE shall enter into the O & M Agreement with respect to the Plant.

     14.2 In the event LICENSEE considers modification of the Plant for the practice of the TGPS or if LICENSEE considers processing a feedstock other than, or in addition to, coal and/or petroleum coke or if LICENSEE considers making a Fundamental Modification to the Plant, then LICENSEE shall notify TEXACO DEVELOPMENT in writing and TEXACO DEVELOPMENT shall prepare, or arrange to prepare, the process information package relating to the design basis and process design specification for any of the aforementioned modifications or any preliminary studies relating thereto. The process information package contemplated under this Paragraph 14.2 or any preliminary studies shall be prepared under a separate agreement pursuant to a mutually acceptable scope of work and TEXACO DEVELOPMENT shall be compensated as follows:

     (i) for any preliminary studies and/or for the TGP portion of the process engineering package, TEXACO DEVELOPMENT shall perform such services at the most favorable rate it has performed similar services within the two (2) calendar years prior to the effective date of the preliminary study or process engineering package letter agreement in question, whichever appropriate; and

     (ii) for the THGP and/or TGPS portion of the process engineering package, TEXACO DEVELOPMENT shall perform such services for a fee that is mutually acceptable to LICENSEE and TEXACO DEVELOPMENT, which fee shall be determined through good faith negotiations between LICENSEE and TEXACO DEVELOPMENT. In the event the parties cannot reach mutual agreement, LICENSEE shall be free to have such services performed by a third party(ies)

provided such third party(ies) are acceptable to TEXACO DEVELOPMENT in writing. TEXACO DEVELOPMENT’s acceptance shall not be unreasonably withheld.

[***]

16. SEVERABILITY

     16.1 If any part, term, or provision of this License Agreement shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby.

17. LAW GOVERNING

     17.1 THIS LICENSE AGREEMENT SHALL BE CONSTRUED AND THE LEGAL RELATIONS BETWEEN THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH THE SUBSTANTIVE AND PROCEDURAL LAWS OF THE STATE OF NEW YORK, WITHOUT RECOURSE TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

     IN WITNESS WHEREOF, the parties hereto have respectively caused this instrument to be duly executed on the dates hereinafter indicated.

		TEXACO DEVELOPMENT CORPORATION
		By:		/s/ John M. Brady
		Title:		Vice President
		Date:		August 26, 1977
		FARMLAND INDUSTRIES, INC.
		By:		/s/ Robert W. Honse
		Title:		Executive Vice President and
				Chief Operating Officer
		Date:		August 5, 1997

SCHEDULE I
DEFINITIONS

     The following terms shall be deemed to have the following meanings as used in this License Agreement of which this Schedule I is a part. The definitions set forth in this Schedule I shall not be construed to define or limit the scope of any patent claim.

     (a) “Affiliates” of a company designated herein shall mean all corporations (i) of which such designated company now or hereafter owns or controls, directly or indirectly, not less than fifty percent (50%) of the stock having the right to vote for directors thereof, or (ii) by which such designated company is owned or controlled, directly or indirectly by a parent corporation owning or controlling not less than fifty percent (50%) of the stock having the right to vote for directors thereof, or (iii) which are sister corporations owned or controlled directly or indirectly, by such parent corporation of such designated company, where such parent corporation owns or controls not less than fifty percent (50%) of the stock having the right to vote for directors thereof. For the purpose of this definition, the stock owned or controlled by a company shall be deemed to include all stock owned or controlled, directly or indirectly, by any other company of which it owns or controls not less than fifty percent (50%) of the stock having the right to vote for directors thereof. The foregoing shall include without limitation any organization not in corporate form such as a partnership if the designated company, directly or indirectly, has acquired a proprietary or equity interest, whether as a partner or otherwise, in such organization for not less than fifty percent (50%).

     (b) “Daily Average Output” shall mean the aggregate Output during any accounting period divided by the total number of days in such accounting period.

     (c) “Exchange Period” shall mean the period of time beginning with the first disclosure of TEXACO DEVELOPMENT’s Technical Information to LICENSEE pursuant to this License Agreement and ending with the expiration or termination of this License Agreement.

     (d) “Financial Closure” shall mean the time at which funds necessary to proceed with the construction of the Plant are advanced or are available to be advanced without any condition other than the request of the LICENSEE.

     (e) “Fundamental Modification” of the Plant shall have the meaning set forth in Paragraph l(d) of Schedule II.

     (f) “Gasification” shall have the meaning defined in definitions of this Schedule I for the Texaco Gasification Process.

     (g) “Gasifier Feed” shall mean the number of: short tons (each of 2,000 pounds) of moisture-free carbonaceous solids; barrels (equivalent) (each of 64 million BTU or higher heating value) of gaseous carbonaceous substances, and barrels (each of 42 gallons of 231 cubic inches measured at 60°F) of liquid carbonaceous substances, as appropriate, including byproduct streams, charged to the Gasification operations, measured and determined in accordance with methods, procedures and correction factors mutually acceptable to TEXACO DEVELOPMENT and LICENSEE.

     (h) “LICENSEE’s Technical Information” shall mean such, but only such, engineering, operating and technical data and operating information, specifications, documents and know-how pertaining to the design, construction, operation and maintenance of equipment for and the operation of the TGP, THGP, and/or TGPS for the production of Synthesis Gas and its use in the production of high purity hydrogen and/or electric power (and ancillary products), and which is in the possession of LICENSEE prior to the end of the Exchange Period, and which LICENSEE is free to disclose to others without obligation to account to a third party therefor.

     (i) “MSCF” shall mean One Thousand (1,000) Standard Cubic Feet at 60°F and at atmospheric pressure (29.92 inches of mercury absolute), measured and determined in accordance with methods, procedures and correction factors mutually acceptable to TEXACO DEVELOPMENT and LICENSEE.

     (j) “Operations and Maintenance Agreement” or “O & M Agreement” shall mean the agreement that shall be entered into between LICENSEE and an affiliate of TEXACO DEVELOPMENT setting forth the terms and conditions under which said affiliate will provide technical services and operate and maintain the Plant on LICENSEE’s behalf.

     (k) [***]

     (I) “Output” shall mean the number of MSCF of hydrogen plus carbon monoxide produced as the product of any Gasification operations conducted by LICENSEE.

     (m) “Patent Rights” shall mean all such, but only such, claims of Letters Patent of the United States and all countries foreign thereto, and transferable rights thereunder, as cover processes for, or apparatus designed for the practice of TGP, THGP, and/or TGPS and are based upon inventions made prior to the end of the Exchange Period and of which the designated party hereto has ownership or the power to grant licenses thereunder to others without obligation to account to a third party therefor.

     (n) “Plant” shall mean the THGP Plant described in Paragraph 3.1 of this License Agreement which, at LICENSEE’s option, may be modified for practice of TGPS in accordance with the terms of this License Agreement.

     (o) “Power Systems”, hereinafter “PS”, shall mean the system and parts thereof, including process(es) and equipment for the generation of electric power, such as gas turbine(s), steam turbine(s) and heat recovery steam generator(s) along with any supporting and peripheral equipment.

     (p) “Purification” shall mean the separation of the effluent gas from any process step following Gasification into high purity hydrogen for recovery and a reject gas mixture which may or may not be returned to the partial oxidation and/or shift conversion reaction zone(s).

     (q) “Shift Conversion” shall mean the reaction of Synthesis Gas with steam in a reaction zone to convert carbon monoxide into a raw gas mixture including carbon dioxide and hydrogen.

     (r) “Startup” of the Plant shall occur at the time the Plant has first produced Synthesis Gas for a continuous forty-eight (48) hour period and the first to occur of (i) the Plant having satisfied either of the Guaranteed Performance Standards under the Guarantee Agreement between the parties, of even date herewith, in a Guarantee Test run using the No. 1 Gasification Unit, as such terms are defined and used in said Guarantee Agreement, or (ii) one hundred eighty (180) days has elapsed from such forty-eight (48) hour period, or if LICENSEE is then pursuing the passage of the Guarantee Test for the No. 1 Gasification Unit, such later date upon which LICENSEE is no longer continuing such pursuit. In the event Synthesis Gas is produced for at least a continuous twenty-four (24) hour period, LICENSEE shall not be permitted to cease operating the Plant without a reasonable basis until Startup has occurred.

     (s) “Synthesis Gas” shall mean carbon monoxide and hydrogen produced by Gasification.

     (t) “TEXACO DEVELOPMENT’s Technical Information” shall mean such, but only such, engineering, operating and technical data and operating information, specifications, documents and know-how which, in TEXACO DEVELOPMENT’s sole opinion, is necessary for the design, construction, operation and maintenance of a facility for the practice of the TGP, THGP, and/or TGPS for the production of Synthesis Gas and its use in the production of high purity hydrogen and/or electric power (and ancillary products) (whichever appropriate) and which is in the possession or control of TEXACO DEVELOPMENT (including that obtained from its licensees) prior to the end of the Exchange Period, and which TEXACO DEVELOPMENT is free to disclose to others without obligation to account to a third party therefor.

     (u) “Texaco Gasification Power Systems” or “TGPS” shall mean the process licensed by TEXACO DEVELOPMENT where the TGP is used with PS including any means or methods for integrating and optimizing TGP and PS with any related removal and recovery of byproducts (such as sulfur) and air separation systems, and any modifications or improvements to any or all of the foregoing.

     (v) “Texaco Gasification Process” or “Gasification” or “TGP” shall mean the process licensed by TEXACO DEVELOPMENT and improvements therein producing carbon monoxide and hydrogen by partial oxidation of carbonaceous substances, including without limitation refining or chemical plant byproducts streams, using oxygen or an oxygen-containing gas and including, but without limiting the foregoing, any means or methods of (i) preparing such substances to the extent useful in such partial oxidation, (ii) introducing and reacting materials in a partial oxidation reaction zone; (iii) cooling the effluent of said reaction zone and recovering and conserving reaction heat; (iv) removing from said effluent materials which may or may not be returned to said reaction zone; and (v) treating by-product or waste discharges.

     (w) “Texaco Hydrogen Generation Process” or “THGP” shall mean the process licensed by TEXACO DEVELOPMENT for producing high purity hydrogen which combines the TGP with one or more of the following process steps: Shift Conversion, Purification as each is hereinafter defined, membrane separation, methanation, and/or acid gas removal including any means or methods for integrating said combination, and any modifications or improvements to any of the foregoing.

SCHEDULE II
ROYALTIES AND TERMS OF PAYMENT

     LICENSEE shall pay royalties and fees to TEXACO DEVELOPMENT or its nominee, in U.S. Dollars in immediately available funds in New York, as set forth below:

     1. (a) Subject to Paragraph 1(b) of this Schedule II, LICENSEE shall acquire paid-up capacity for the Plant based upon the designed capacity of the Plant set forth in Paragraph 3.1 of this License Agreement by making the following payments, the cumulative total of which shall be [***]:

         (i) Within forty-five (45) days of signing this License Agreement, LICENSEE will pay to TEXACO DEVELOPMENT [***] of the total lump-sum royalty for the designed Daily Average Output capacity of the Plant calculated as per the royalty schedule in Paragraph 2 of this Schedule II; and

        (ii) Within forty-five (45) days of Financial Closure or by June 30, 1998, whichever first occurs, LICENSEE will pay to TEXACO DEVELOPMENT [***] of the total lump-sum royalty for the designed Daily Average Output capacity of the Plant calculated as per the royalty schedule in Paragraph 2 of this Schedule II; and

        (iii) Within forty-five (45) days of Plant Start-up or December 31, 2002, whichever first occurs, LICENSEE will pay to TEXACO DEVELOPMENT [***] of the total lump-sum royalty for the designed Daily Average Output capacity of the Plant calculated as per the royalty schedule in Paragraph 2 of this Schedule II.

     (b) LICENSEE shall also pay TEXACO DEVELOPMENT, or its nominee, in immediately available funds in New York, the lesser of [***] of LICENSEE’s fee it has received for processing each ton of any imported refinery/chemical plant by-product feedstock or other imported by-product feeds processed in the Plant during each accounting period prescribed in Section 4.3 of this License Agreement; provided, however, that LICENSEE shall not be required to make such payments to TEXACO DEVELOPMENT until the aggregate amount of fees received by LICENSEE for processing such feedstock(s) equals the costs incurred by LICENSEE, if any, to modify the Plant to enable the Plant to process such feedstock(s). The obligations of this Paragraph l(b) shall remain ongoing and shall survive any termination or expiration of this License Agreement.

     (c) In the event LICENSEE is unable to achieve Financial Closure by June 30, 1998, LICENSEE shall be permitted to cancel this License Agreement by providing TEXACO DEVELOPMENT with ten (10) days written cancellation notice, and upon the expiration of ten (10) days from the time TEXACO DEVELOPMENT receives such notice, this License Agreement shall be deemed canceled and terminated; provided, however, that LICENSEE shall use all reasonable efforts to achieve Financial Closure and further provided that TEXACO DEVELOPMENT has actually received the payment set forth in Paragraph l(a)(i) of this Schedule II. Upon cancellation of this License Agreement, LICENSEE shall be relieved of its obligation for the remaining royalty payments set forth in Paragraphs l(a)(ii) and (iii) of this Schedule II, and this License Agreement shall be terminated.

     (d) LICENSEE shall be permitted to exceed the designed capacity of the Plant by up to [***] ( i.e., [***] MSCF) of Daily Average Output without having to pay TEXACO DEVELOPMENT any royalties for the [***] additional capacity provided that such additional capacity results from improved operations and does not result from a Fundamental Modification (as defined hereinbelow) of the Plant LICENSEE shall be required to make additional royalty payments in accordance with the royalty schedule of Paragraph 2 of this Schedule II in the event the Daily Average Output exceeds [***] MSCF. It is understood and agreed that a fundamental modification of the Plant shall mean (i) the simultaneous operation of more than one gasifier, (ii) the addition, modification or replacement of

charge pump(s), feed injector(s), or gasifier(s) that increase the designed capacity by [***] or more, (iii) an increase in the capacity of the air separation unit by [***] or more from the capacity of the air separation unit at the time of Plant Start-up; and/or (iv) if the TGPS is practiced at the Plant (“Fundamental Modification”) In the event such additional capacity results from a Fundamental Modification, LICENSEE shall be required to make additional royalty payment in accordance with the royalty schedule in Paragraph 2 of this Schedule II. Furthermore, in the event LICENSEE does in fact produce more than Eighty-six Thousand (86,000) MSCF but less than [***] MSCF of Daily Average Output without a Fundamental Modification and then subsequently the Plant undergoes a Fundamental Modification, LICENSEE shall pay TEXACO DEVELOPMENT for all additional capacity beyond the designed capacity in accordance with the royalty schedule of Paragraph 2 of this Schedule II. After TEXACO DEVELOPMENT receives such payment, LICENSEE shall be entitled to further increase the Daily Average Output of the Plant by up to an additional [***] MSCF without any further cost to LICENSEE. Any additional capacity beyond this [***] MSCF shall be subject to the royalty fees in accordance with the royalty schedule of Paragraph 2 of Schedule II of this License Agreement.

      (e) [***]

      (f) [***]

[***]

          2.       Lump-sum (viz., paid-up) royalties shall be paid with respect to all Gasification operations conducted by LICENSEE in accordance with the following royalty schedule:

	(a)		For the first 10,000 MSCF of Daily Average Output or any part thereof, the sum of [***]; and
			For the next 15,000 MSCF of Daily Average Output, i.e., over 10,000 and up to and including 25,000 MSCF of Daily Average Output total, at the rate of [***] per MSCF of Daily average Output; and
			For the next 175,000 MSCF of Daily Average Output, i.e., over 25,000 and up to and including 200,000 MSCF of Daily Average Output total, at the rate of [***] per MSCF of Daily Average Output; and
			For all over 200,000 MSCF of Daily Average Output at the rate of [***] per MSCF of Daily Average Output, and
	(b)		[***]

[***]

For the next 114,000 MSCF of Daily Average Output, i.e., over 86,000 and up to and including 200,000 MSCF of Daily Average output total, at the rate of [***] per MSCF of Daily Average Output; and

For all over 200,000 MSCF of Daily Average output at the rate of [***] per MSCF of Daily Average Output;

all in accordance with the payment provisions of this Schedule II.

          3.      At the time specified for the submission of accounting statements under Section 4.3 of this License Agreement, LICENSEE will also pay to TEXACO DEVELOPMENT or its nominee, in U.S. Dollars in immediately available funds in New York, the lump-sum royalties in accordance with the royalty rate schedule set forth in Paragraph 2 above and modified as provided in Paragraph 4 of this Schedule II required to purchase paid-up capacity for that part (if any) of the total Daily Average Output from all Gasification operations conducted by LICENSEE during the accounting period covered by said statement for which paid-up capacity shall not have been theretofore purchased by LICENSEE and, also, the fees specified in Paragraph 2 and modified as provided in Paragraph 4 of this Schedule II for all Gasification operations of LICENSEE during said accounting period.

          4.       (a)       All payments made pursuant to Paragraphs 1 and 3, may, at TEXACO DEVELOPMENT’s discretion, be modified by a factor in which the numerator is the average “Producer Price Index for Industrial Commodities” as published by the Bureau of Labor Statistics, U.S. Department of Labor (hereinafter called “BLS Index”) for the twelve-month period ending the thirty- first day of October preceding the first day of January of the year in which such payment becomes due

and the denominator is the average of said BLS Index for the twelve-month period ending October 31,1996 (127.2). Such factor shall not apply to the payment set forth in Paragraph l(a)(iii) of this Schedule II, provided such amount is actually received by TEXACO DEVELOPMENT prior to December 31, 2000.

               (b)      If at any time during the term of the License Agreement publication of the BLS Index shall cease, another appropriate index published in the United States by the U.S. Government, or other organization generally recognized in the United States as authoritative on changes of equivalent or substantially equivalent commodity costs in the United States agreeable to both parties, shall be used.

          5.      If any payment hereunder, or part thereof, shall become due and remain unpaid for a period in excess of ten (10) days, LICENSEE agrees to pay to TEXACO DEVELOPMENT, in addition to the amount unpaid, interest on such amount at the rate of one percent (1%) per month for each month or portion thereof for the period beginning when such payment becomes due and until payment of such unpaid amount. Such interest shall be in addition to any other rights of TEXACO DEVELOPMENT arising as a result of LICENSEE’s failure to make such payment or part thereof within the time specified.

SCHEDULE IV

RELEASE

     The undersigned desires to have access to the gasification plant and related facilities (the “Plant”) of Farmland Industries, Inc. (“Farmland”) located near Coffeyville, Kansas. The undersigned acknowledges that the undersigned’s access to the Plant premises is for the sole purpose of participating in a guided tour of the Plant and in activities directly associated with such tour.

     The undersigned acknowledges that:

     (a)      the Plant is an industrial facility that produces synthesis gas from carbonaceous substances; and

     (b)      the Plant is located adjacent to other industrial facilities (the “Other Facilities”) including, without limitation, fertilizer production and storage facilities and a petroleum refinery; and

     (c)      the operation of the Plant and the Other Facilities involves chemical and other processes that are inherently dangerous; and

     (d)      the operation of the Plant and the Other Facilities involves toxic materials and materials under extremely high pressure and/or at extremely high temperatures, all of which being inherently dangerous; and

     (e)      being industrial facilities, the Plant and the Other Facilities, regardless of whether they currently are operating, are inherently dangerous; and

     (f)      the undersigned’s physical presence at, near or on the premises of the Plant and/or the Other Facilities INVOLVES THE RISK OF SIGNIFICANT PERSONAL INJURY AND/OR DEATH TO THE UNDERSIGNED.

     The undersigned agrees that in consideration of the undersigned receiving the above-described access to the Plant premises, THE UNDERSIGNED UNCONDITIONALLY ASSUMES ALL RISKS OF PERSONAL INJURY AND/OR DEATH TO THE UNDERSIGNED that may occur in connection with the undersigned’s physical presence at, near or on the premises of the Plant and/or the Other Facilities, whether during the undersigned’s above-described access to the Plant or at any time thereafter and regardless of the direct or indirect cause thereof (including, without limitation, the acts, omissions or negligence of Farmland or its directors, officers, employees, agents or representatives), and THE UNDERSIGNED DOES HEREBY RELEASE AND FOREVER DISCHARGE FARMLAND AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES from any and all claims, demands or actions in connection with or otherwise relating to any such personal injury or death to the undersigned.

     Also, the undersigned covenants never to make a claim or demand, or pursue any action, against Farmland or its directors, officers, employees, agents and representatives on account of any such personal injury or death to the undersigned.

     The undersigned acknowledges and agrees that the undersigned’s signing and delivery of this Release to Farmland is the free and voluntary act of the undersigned, that this Release is a legally binding document, and that this Release shall be binding on the undersigned and the undersigned’s heirs and personal representatives.

				Date:
Print Name:

SCHEDULE III

NON-EXHAUSTIVE LIST OF TEXACO U.S. PATENTS

PATENT NO.		DATE OF ISSUE		TITLE
4,261,167		04/14/81		PROCESS FOR THE GENERATION OF POWER FROM SOLID CARBONACEOUS FUELS
4,298,452		11/03/81		COAL LIQUEFACTION
4,351,645		09/28/82		PARTIAL OXIDATION BURNER APARATUS
4,371,378		02/01/83		SWIRL BURNER FOR PARTIAL OXIDATION PROCESS
4,377,132		03/22/83		SYNTHESIS GAS COOLER AND WASTE HEAT BOILER
4,385,906		05/31/83		START-UP METHOD FOR A GASIFICATION REACTOR
4,390,347		06/28/83		TRIM CONTROL PROC. FOR PARTIAL OX. GAS GENERATOR
4,390,348		06/28/83		TRIM CONTROL PROC. FOR PARTIAL OX. GAS GENERATOR
4,411,670		10/25/83		PROD. OF SYNTHESIS GAS FROM HEAVY HYDROCARBON FUELS CONTAINING HIGH METAL CONCENTRATIONS
4,411,817		10/25/83		PRODUCTION OF SYNTHESIS GAS
4,443,228		04/17/84		PARTIAL OXIDATION BURNER
4,462,928		07/31/84		PARTIAL OX. OF HEAVY REFINERY FRACTIONS
4,466,810		08/21/84		PARTIAL OXIDATION PROCESS
4,468,376		08/28/84		DISPOSAL PROC. FOR HALOGENATED ORGANIC MATERIAL
4,474,581		10/02/84		TRIM CONTROL SYSTEM FOR PARTIAL OXIDATION GAS GENERATOR
4,474,582		10/02/84		TRIM CONTROL SYSTEM FOR PARTIAL OXIDATION GAS GENERATOR
4,479,810		10/30/84		PARTIAL OXIDATION SYSTEM
4,483,690		11/20/84		APPARATUS FOR PROD. OF SYNTHESIS GAS FROM HEAVY HYDROCARBON FUELS CONTG. HIGH METAL CONCENTRATIONS
4,490,156		12/25/84		PARTIAL OXIDATION SYSTEM
4,491,456		01/01/85		PARTIAL OXIDATION PROCESS
4,510,057		04/09/85		ROTATING DISK BIOTREATMENT OF SYNGAS WASTE WATER
4,525,176		06/25/85		PREHEATING AND DESLAGGING A GASIFIER
4,533,363		08/06/85		PRODUCTION OF SYNTHESIS GAS
4,545,330		10/08/85		SELF-CLEANING LINER
4,559,061		12/17/85		MEANS FOR SYNTHESIS GAS GENERATION WITH CONTROL OF RATIO STEAM TO DRY GAS

PATENT NO.		DATE OF ISSUE		TITLE
4,581,899		04/15/86		SYNTHESIS GAS GENERATION WITH PREVENTION OF DEPOSIT FORMATION IN EXIT LINES
4,590,326		05/20/86		MULTI-ELEMENT THERMOCOUPLE
4,597,773		07/01/86		PROC. FOR PARTIAL OX. OF HYDROCARBONACEOUS FUEL AND RECOVERY OF WATER FROM DISPERSIONS OF SOOT
4,605,423		08/12/86		APPARATUS FOR GENERATING AND COOLING SYNTHESIS GAS
4,624,683		11/25/86		QUENCH RING AND DIP TUBE COMBINATION WITH IMPROVEMENT
4,637,823		01/20/87		HIGH TEMPERATURE FURNACE
4,639,312		01/27/87		FILTER PRESS FLOW CONTROL SYSTEM FOR DEWATERING SLUDGE
4,647,294		03/03/87		PARTIAL OXIDATION APPARATUS
4,655,792		04/07/87		PARTIAL OXIDATION PROCESS
4,657,698		04/14/87		PARTIAL OXIDATION PROCESS
4,666,463		05/19/87		CONTROLLING TEMPERATURE OF BURNERS
4,668,428		05/26/87		PARTIAL OX. OF PETROLEUM COKE AND/OR HEAVY LIQUID FUEL
4,668,429		05/26/87		PARTIAL OX. OF PETROLEUM COKE AND/OR HEAVY LIQUID FUEL
4,704,137		11/03/87		UPGRADING WATER FOR COOLING AND CLEANING
4,705,536		11/10/87		PARTIAL OXIDATION PROCESS
4,705,542		11/10/87		PRODUCTION OF SYNTHESIS GAS
4,743,194		05/10/88		COOLING SYSTEM FOR GASIFIER BURNER
4,749,381		06/07/88		STABLE SLURRIES OF SOLID CARBONACEOUS FUEL AND WATER
4,776,705		10/11/88		THERMOCOUPLE FOR USE IN HOSTILE ENVIRONMENT
4,776,860		10/11/88		HIGH TEMPERATURE DESULFURIZATION OF SYNTHESIS GAS
4,778,483		10/18/88		GASIFICATION REACTOR WITH INTERNAL GAS BAFFLING AND LIQUID COLLECTOR
4,778,485		10/18/88		POX PROCESS WITH HIGH TEMPERATURE DESULFURIZATION OF SYNGAS
4,781,731		11/01/88		INTEGRATED METHOD OF CHARGE FUEL PRETREATMENT AND TAIL GAS SULFUR REMOVAL
4,784,670		11/15/88		PARTIAL OXIDATION PROCESS
4,788,003		11/29/88		PARTIAL OXIDATION OF ASH-CONTAINING LIQUID HYDROCARBONACEOUS AND SOLID CARBONACEOUS FUELS
4,801,306		01/31/89		QUENCH RING FOR A GASIFIER

PATENT NO.		DATE OF ISSUE		TITLE
4,826,627		05/02/89		PARTIAL OXIDATION PROCESS
4,828,578		05/09/89		INTERNALLY CHANNELLED GASIFIER QUENCH RING
4,828,579		05/09/89		THERMALLY INSULATED QUENCH RING FOR A GASIFIER
4,828,580		05/09/89		QUENCH RING INSULATING COLLAR
4,857,229		08/15/89		PARTIAL OX. OF SULFUR, NICKEL AND VANADIUM-CONTG. FUELS
4,876,031		10/24/89		PARTIAL OXIDATION PROCESS
4,876,987		10/31/89		SYNTHETIC GAS COOLER WITH THERMAL PROTECTION
4,880,439		11/14/89		HIGH TEMPERATURE DESULFURIZATION OF SYNTHESIS GAS
4,889,657		12/26/89		PARTIAL OXIDATION PROCESS
4,889,658		12/26/89		PARTIAL OXIDATION PROCESS
4,891,950		01/09/90		CONTROL SYSTEM AND METHOD FOR A SYNTHESIS GAS PROCESS
4,909,958		03/20/90		PREVENTION OF FORMATION OF NICKEL SUBSULFIDE IN PARTIAL OX. OF HEAVY LIQUID AND/OR SOLID FUELS
4,936,376		06/26/90		SYNTHETIC GAS COOLER WITH THERMAL PROTECTION
4,948,387		08/14/90		SYNTHESIS GAS BARRIER AND REFRACTORY SUPPORT
4,957,544		09/18/90		PARTIAL OXIDATION PROCESS INCL. THE CONCENTRATION OF V/NI IN SLAG PHASE
4,983,296		01/08/91		PARTIAL OXIDATION OF SEWAGE SLUDGE
4,992,081		02/12/91		REACTOR DIP TUBE COOLING SYSTEM
5,000,580		03/19/91		APP. & METH. FOR MEAS. TEMP. INSIDE PROC. VESSELS CONTG. A HOSTILE ENV.
5,005,986		04/09/91		SLAG RESISTANT THERMOCOUPLE SHEATH
5,087,271		02/11/92		PARTIAL OXIDATION PROCESS
5,152,975		10/06/92		PROCESS FOR PRODUCING HIGH PURITY H2
5,152,976		10/06/92		PROCESS FOR PRODUCING HIGH PURITY H2
5,188,741		02/23/93		TREATMENT OF SEWAGE SLUDGE
5,211,723		05/18/93		PROCESS FOR REACTING PUMPABLE HIGH SOLIDS SEWAGE SLUDGE SLURRY
5,211,724		05/18/93		PARTIAL OXIDATION OF SEWAGE SLUDGE
5,233,943		08/10/93		SYNTHETIC GAS RADIANT COOLER WITH INTERNAL QUENCHING AND PURGING FACILITIES
5,234,468		08/10/93		PROCESS FOR UTILIZING A PUMPABLE FUEL FROM HIGHLY DEWATERED SEWAGE SLUDGE
5,234,469		08/10/93		PROCESS FOR DISPOSING OF SEWAGE SLUDGE

PATENT NO.		DATE OF ISSUE		TITLE
5,250,083		10/05/93		PROCESS FOR PRODUCTION OF DESULFURIZED SYNTHESIS GAS
5,251,433		10/12/93		POWER GENERATION PROCESS
5,261,602		11/16/93		PARTIAL OXIDATION PROCESS AND BURNER WITH POROUS TIP
5,265,635		11/30/93		CONTROL MEANS AND METHOD FOR CONTROLLING FEED GASES
5,295,350		03/22/94		COMBINED POWER CYCLE WITH LIQUEFIED NATURAL GAS (LNG) AND SYNTHESIS OR FUEL GAS
5,319,924		06/14/94		PARTIAL OXIDATION POWER SYSTEM
5,324,336		06/28/94		PARTIAL OXIDATION OF LOW RANK COALS AND RESIDUAL OIL
5,345,756		09/13/94		PARTIAL OXIDATION PROCESS WITH PRODUCTION OF POWER
5,358,696		10/25/94		PRODUCTION OF H2-RICH GAS
5,364,996		11/15/94		PARTIAL OXIDATION OF SCRAP RUBBER TIRES AND USED MOTOR OIL
5,394,686		03/07/95		COMBINED POWER CYCLE WITH LIQUEFIED NATURAL GAS (LNG) AND SYNTHESIS OR FUEL GAS
5,401,282		03/28/95		PARTIAL OXIDATION PROCESS FOR PRODUCING A STREAM OF HOT PURIFIED GAS
5,403,366		04/04/95		PARTIAL OXIDATION PROCESS FOR PRODUCING A STREAM OF HOT PURIFIED GAS
5,415,673		05/16/95		ENERGY EFFICIENT FILTRATION OF SYNGAS COOLING AND SRUBBING WATER
5,423,992		06/08/95		CHEMICALLY DISINFECTED SEWAGE SLUDGE-CONTAINING MATERIALS
5,423,894		06/13/95		PARTIAL OXIDATION OF LOW-RANK COALS
5,441,990		08/15/95		CLEANED H2-ENRICHED SYNGAS MADE USING WATER-GAS SHIFT REACTION
5,445,669		08/29/95		PARTIAL OXIDATION OF PRODUCTS OF LIQUEFACTION OF PLASTIC MATERIALS
5,496,859		03/05/96		GASIFICATION PROCESS COMBINED WITH STEAM METHANE REFORMING TO PRODUCE SYNGAS SUITABLE FOR METHANOL PRODUCTION
5,515,794		05/14/96		PARTIAL OXIDATION PROCESS BURNER WITH RECESSED TIP AND GAS BLASTING
5,534,040		07/09/96		PARTIAL OXIDATION OF PARTIALLY LIQUIFIED PLASTIC MATERIALS
5,554,202		09/10/96		GASIFIER MONITORING APPARATUSGASIFIER MONITORING APPARATUS
5,578,094		11/26/96		VANADIUM ADDITION TO PETROLEUM COKE SLURRIES TO FACILITATE DESSLAGGING FOR CONTROLLED OXIDATION

PATENT NO.		DATE OF ISSUE		TITLE
4,218,423		08/19/80		QUENCH RING AND DIP TUBE ASSEMBLY FOR A REACTOR VESSEL
4,247,302		01/27/81		PROCESS FOR GASIFICATION AND PRODUCTION BY-PRODUCT SUPERHEATED STEAM
4,248,604		02/03/81		GASIFICATION PROCESS
4,251,228		02/17/81		PRODUCTION OF CLEANED AND COOLED SYNTHESIS GAS
4,252,539		02/24/81		SOLID FUEL COMPOSITION
4,255,278		03/10/81		PARTIAL OXIDATION PROCESS WITH RECOVERY OF UNCOVERTED SOLID FUEL FROM SUSPENSION IN WATER
4,261,167		04/14/81		PROCESS FOR THE GENERATION OF POWER FROM CARBONACEOUS FUELS WITH MINIMAL ATMOSPHERIC POLLUTION
4,265,407		05/05/81		METH. OF PRODUCING A COAL-WATER SLURRY OF PREDETERMINED CONSISTENCY
4,277,365		07/07/81		PRODUCTION OF REDUCING GAS
4,279,622		07/21/81		GAS-GAS QUENCH COOLING AND SOLIDS SEPARATION PROCESS
4,289,502		09/15/81		APPARATUS FOR THE PROD. OF CLEANED AND COOLED SYNTHESIS GAS
4,304,571		12/08/81		COAL BENEFICIATION
4,304,572		12/08/81		PRODUCTION OF SOLID FUEL-WATER SLURRIES
4,312,637		01/26/82		SLAG OUTLET FOR GASIFICATION GENERATOR
4,324,563		04/13/82		GASIFIC. APPARATUS WITH MEANS FOR COOLING AND SEPARATING SOLIDS WITH PRODUCT GAS
4,326,856		04/27/82		PRODUCTION OF CLEANED AND COOLED SYNTHESIS GAS
4,326,948		04/27/82		LIQUEFACTION AND GASIFICATION OF LOW RANK COALS
4,328,006		05/04/82		APP. FOR THE PROD. OF CLEANED AND COOLED SYNGAS
4,328,008		05/04/82		METHOD FOR THE PRODUCTION OF CLEANED AND COOLED SYNTHESIS GAS
4,351,645		09/28/82		PARTIAL OXIDATION BURNER APPARATUS
4,364,744		12/21/82		BURNER FOR THE PARTIAL OX. OF SLURRIES OF SOLID CARBONACEOUS FUELS
4,371,378		02/01/83		SWIRL BURNER FOR PARTIAL OX. PROCESS
4,377,132		03/22/83		SYNTHESIS GAS COOLER AND WASTE HEAT BOILER
4,377,394		03/22/83		APP. FOR THE PROD. OF CLEANED AND COOLED SYNGAS
4,385,906		05/31/83		START-UP METHOD FOR A GASIFICATION REACTOR

PATENT NO.		DATE OF ISSUE		TITLE
4,386,941		06/07/83		PROC. FOR THE PARTIAL OX. OF SLURRIES OF SOLID CARBONACEOUS FUEL
4,390,347		06/28/83		TRIM CONTROL PROCESS FOR PARTIAL OX. GAS GENERATOR
4,390,348		06/28/83		TRIM CONTROL PROCESS FOR PARTIAL OX. GAS GENERATOR
4,390,957		06/28/83		COAL SLURRY MONITOR MEANS AND METHOD
4,411,533		10/25/83		SYSTEM FOR MEASURING TEMPERATURE OF HOT GASES LADEN WITH ENTRAINED SOLIDS
4,411,670		10/25/83		PROD. OF SYNTHESIS GAS FROM HEAVY HYDROCARBON FUELS CONTG. HIGH METAL CONCENTRATIONS
4,411,817		10/25/83		PRODUCTION OF SYNTHESIS GAS
4,436,530		03/13/84		PROC. FOR GASIFYING SOLID CARBON CONTG. MATERIALS
4,436,531		03/13/84		COAL. GASIFICATION: PROMOTING THE REACTION OF CARBON IN THE EFFLUENT
4,443,228		04/17/84		PARTIAL OXIDATION BURNER
4,443,230		04/17/84		PARTIAL OX. PROCESS FOR SLURRIES OF SOLID FUEL
4,445,444		05/01/84		BURNER FOR COMBUSTING OXYGEN-COAL MIXTURE
4,465,496		08/14/84		REMOVAL OF SOUR WATER FROM COAL GASIFICATION SLAG
4,466,808		08/21/84		METH. OF COOLING PRODUCT GASES OF INCOMPLETE COMBUSTION CONTAINING ASH AND CHAR WHICH PASS THROUGH A VISCOUS STICKY PHASE
4,466,810		08/21/84		PARTIAL OXIDATION PROCESS
4,468,376		08/28/84		DISPOSAL PROC. FOR HALOGENATED ORGANIC MATERIAL
4,474,581		10/02/84		TRIM CONTROL SYSTEM FOR PARTIAL OX. GAS GENERATOR
4,474,582		10/02/84		TRIM CONTROL SYSTEM FOR PARTIAL OX. GAS GENERATOR
4,479,810		10/30/84		PARTIAL OXIDATION SYSTEM
4,483,690		11/20/84		APPARATUS FOR PROD. OF SYNTHESIS GAS FROM HEAVY HYDROCARBON FUELS CONTG. HIGH METAL CONCENTRATIONS
4,490,156		12/25/84		PARTIAL OXIDATION SYSTEM
4,491,456		01/01/85		PARTIAL OXIDATION PROCESS
4,510,057		04/09/85		ROTATING DISK BIOTREATMENT OF SYNGAS WASTE WATER
4,525,175		06/25/85		BURNER FOR PARTIAL OXIDATION PROCESS FOR SLURRIES
4,525,176		06/25/85		PREHEATING AND DESLAGGING A GASIFIER
4,526,676		07/02/85		INTEGRATED H-OIL PROCESS INCLUDING RECOVERY AND TREATMENT OF VENT AND PURGE GAS STREAMS AND SOOT NAPHTHA STREAM

PATENT NO.		DATE OF ISSUE		TITLE
4,533,363		08/06/85		PRODUCTION OF SYNTHESIS GAS
4,545,330		10/08/85		SELF-CLEANING LINER
4,559,061		12/17/85		MEANS FOR SYNTHESIS GAS GENERATION WITH CONTROL OF RATIO OF STEAM TO DRY GAS
4,581,899		04/15/86		SYNTHESIS GAS GENERATION WITH PREVENTION OF DEPOSIT FORMATION IN EXIT LINES
4,590,326		05/20/86		MULTI-ELEMENT THERMOCOUPLE
4,597,773		07/01/86		PROCESS FOR PARTIAL OXIDATION OF HYDROCARBONACEOUS FUEL AND RECOVERY OF WATER FROM DISPERSIONS OF SOOT AND WATER
4,605,423		08/12/86		APPARATUS FOR GENERATING AND COOLING SYNTHESIS GAS
4,624,683		11/25/86		QUENCH RING AND DIP TUBE COMBINATION WITH IMPROVEMENT
4,637,823		01/20/87		HIGH TEMPERATURE FURNACE
4,639,312		01/27/87		FILTER PRESS FLOW CONTROL SYSTEM FOR DEWATERING SLUDGE
4,647,294		03/03/87		PARTIAL OXIDATION APPARATUS
4,650,497		03/17/87		QUENCH CHAMBER FOR HIGH PRESSURE
4,655,792		04/07/87		PARTIAL OXIDATION PROCESS
4,657,698		04/14/87		PARTIAL OXIDATION PROCESS
4,666,462		05/19/87		CONTROL PROCESS FOR SOLID FUELS
4,666,463		05/19/87		CONTROLLING TEMPERATURE OF BURNERS
4,668,428		05/26/87		PARTIAL OX. OF PETROLEUM COKE AND/OR HEAVY LIQUID FUEL
4,668,429		05/26/87		PARTIAL OX. OF PETROLEUM COKE AND/OR HEAVY LIQUID FUEL
4,671,803		06/09/87		SYNGAS FREE FROM VOLATILE METAL HYDRIDES
4,676,805		06/30/87		PROCESS FOR OPERATING GAS GENERATOR
4,704,137		11/03/87		UPGRADING WATER FOR COOLING AND CLEANING PARTIAL OX. PROCESS
4,705,536		11/10/87		PARTIAL OXIDATION PROCESS
4,705,542		11/10/87		PRODUCTION OF SYNTHESIS GAS
4,743,194		05/10/88		COOLING SYSTEM FOR GASIFIER BURNER
4,749,381		06/07/88		STABLE SLURRIES OF CARBONACEOUS FUEL AND WATER
4,774,021		09/27/88		PARTIAL OX. OF SULFUR-CONTG. SOLID FUEL
4,776,860		10/11/88		HIGH-TEMPERATURE DESULFURIZATION OF SYNGAS

PATENT NO.		DATE OF ISSUE		TITLE
4,778,483		10/18/88		QUENCH CHAMBER WITH TROUGH AT BOTTOM OF BAFFLE
4,778,485		10/18/88		PARTIAL OXIDATION WITH SECOND STAGE ADDITION OF ADDITIVE
4,781,731		11/01/88		INTEGRATED METHOD OF CHARGE FUEL PRETREATMENT AND TAIL GAS SULFUR REMOVAL IN A PARTIAL OXIDATION PROCESS
4,784,670		11/15/88		PARTIAL OXIDATION PROCESS
4,788,003		11/29/88		PARTIAL OXIDATION OF ASH-CONTAINING LIQUID HYDROCARBONACEOUS AND SOLID CARBONACEIOUS FUELS
4,801,306		01/31/89		QUENCH RING FOR GASIFIER
4,826,627		05/02/89		PARTIAL OXIDATION PROCESS
4,828,578		05/09/89		INTERNALLY CHANNELLED GASIFIER QUENCH RING
4,828,579		05/09/89		THERMALLY INSULATED QUENCH RING FOR A GASIFIER
4,828,580		05/09/89		QUENCH RING INSULATING COLLAR
4,857,229		08/15/89		PARTIAL OX. OF SULFUR, NICKEL AND VANADIUM-CONTG. FUELS
4,863,489		09/05/89		PROD. OF DEMERCURIZED SYNTHESIS GAS
4,875,906		10/24/89		PARTIAL OX. OF LOW HEATING VALUE WASTE PETROLEUM PRODUCTS
4,876,031		10/24/89		PARTIAL OXIDATION PROCESS
4,876,987		10/31/89		SYNTHETIC GAS COOLER WITH THERMAL PROTECTION
4,880,439		11/14/89		HIGH TEMPERATURE DESULFURIZATION OF SYNTHESIS GAS
4,889,657		12/26/89		PARTIAL OXIDATION PROCESS
4,889,658		12/26/89		PARTIAL OXIDATION PROCESS
4,889,699		12/26/89		PARTIAL OXIDATION PROCESS
4,904,277		02/27/90		REHYDRATING INHIBITORS FOR PREPARATION OF HIGH-SOLIDS CONCENTRATION LOW RANK COAL SLURRIES
4,909,958		03/20/90		PREVENTION OF FORMATION OF NICKEL SUBSULFIDE IN PARTIAL OX. OF HEAVY LIQUID AND/OR SOLID FUELS
4,919,688		04/24/90		GASIFIER WITH GAS SCROURED THROAT
4,936,376		06/26/90		SYNTHETIC GAS COOLER WITH THERMAL PROCTECTION
4,946,476		08/07/90		PARTIAL OX. OF BITUMINOUS COAL
4,948,387		08/14/90		SYNTHESIS GAS BARRIER AND REFRACTORY SUPPORT
4,957,544		09/18/90		PARTIAL OX. PROCESS INCLUDING THE CONCENTRATION OF V/NI IN SLAG PHASE
4,983,296		01/08/91		PARTIAL OXIDATION OF SEWAGE SLUDGE

PATENT NO.		DATE OF ISSUE		TITLE
4,992,081		02/12/91		REACTOR DIP TUBE COOLING SYSTEM
5,000,580		03/19/91		APPARATUS AND METHOD FOR MEASURING TEMPERATURES INSIDE PROCESS VESSELS CONTG. A HOSTILE ENVIRONMENT
5,005,986		04/09/91		SLAG RESISTANT THERMOCOUPLE SHEATH
5,087,271		02/11/92		PARTIAL OXIDATION PROCESS
5,183,478		02/02/93		PROCESS AND APPARATUS FOR DEWATERING QUENCHED SLAG
5,188,739		02/23/93		DISPOSAL OF SEWAGE SLUDGE
5,188,740		02/23/93		PUMPABLE FUEL SLURRY OF SEWAGE SLUDGE & LOW GRADE SOLIDS CARBONACEOUS FUELS
5,188,741		02/23/93		TREATMENT OF SEWAGE SLUDGE
5,211,723		05/18/93		PROCESS FOR REACTING PUMPABLE HIGH SOLIDS SEWAGE SLUDGE SLURRY
5,211,724		05/18/93		PARTIAL OXIDATION OF SEWAGE SLUDGE
5,217,625		06/08/93		PROCESS FOR DISPOSING OF SEWAGE SLUDGE
5,230,211		07/27/93		PARTIAL OXIDATION OF SEWAGE SLUDGE
5,233,943		08/10/93		SYNTHETIC GAS RADIANT COOLER WITH INTERNAL QUENCHING AND PURGING FACILITIES
5,234,469		08/10/93		PROCESS FOR DISPOSING OF SEWAGE SLUDGE
5,250,083		10/05/93		PROCESS FOR PRODUCTION OF DESULFURIZED SYNTHESIS GAS
5,251,433		10/12/93		POWER GENERATION PROCESS
5,261,602		11/16/93		PARTIAL OXIDATION PROCESS AND BURNER WITH POROUS TIP
5,264,009		11/23/93		PROCESSING OF SEWAGE SLUDGE FOR USE AS A FUEL
5,266,085		11/30/93		PROCESS FOR DISPOSING OF SEWAGE SLUDGE
5,273,556		12/28/93		PROCESS FOR DISPOSING OF SEWAGE SLUDGE
5,281,243		01/25/94		TEMPERATURE MONITORING BURNER MEANS AND METHOD
5,292,442		03/08/94		PROCESS FOR DISPOSING OF SEWAGE SLUDGE
5,295,350		03/22/94		COMBINED POWER CYCLE WITH LIQUEFIED NATURAL GAS (LNG) AND SYNTHESIS OR FUEL GAS
5,319,924		06/14/94		PARTIAL OXIDATION POWER SYSTEM
5,324,336		06/28/94		PARTIAL OXIDATION OF LOW RANK COALS
5,338,489		08/16/94		DESLAGGING GASIFIERS BY CONTROLLED HEAT AND DERIVATIZATION
5,345,756		09/13/94		PARTIAL OXIDATION PROCESS WITH PRODUCTION OF POWER
5,356,540		10/18/94		PUMPABLE OXIDATION PROCESS WITH PRODUCTION OF POWER

PATENT NO.		DATE OF ISSUE		TITLE
5,358,696		10/25/94		PRODUCTION OF H2 RICH GAS
5,394,686		03/07/95		COMBINED POWER CYCLE WITH LIQUEFIED NATURAL GAS (LNG) AND SYNTHESIS OR FUEL GAS
5,401,282		03/28/95		PARTIAL OXIDATION PROCESS FOR PRODUCING A STREAM OF HOT PURIFIED GAS
5,403,366		04/04/95		PARTIAL OXIDATION PROCESS FOR PRODUCING A STREAM OF HOT PURIFIED GAS
5,415,673		05/16/95		ENERGY EFFICIENT FILTRATION OF SYNGAS COOLING AND SCRUBBING WATER
5,423,992		06/08/95		CHEMICALLY DISINFECTED SEWAGE SLUDGE-CONTAINING MATERIALS
5,423,894		06/13/95		PARTIAL OXIDATION OF LOW-RANK COALS
5,441,990		08/15/95		CLEANED, H2-ENRICHED SYNGAS MADE USING WATER-GAS SHIFT REACTION
5,464,592		11/07/95		GASIFIER THROAT
5,464,503		11/07/95		TIRE LIQUEFYING PROCESS REACTOR DISCHARGE SYSTEM AND METHOD
5,484,554		01/16/96		OXIDANT INJECTION FOR IMPROVED CONTROLLED OXIDATION
5,498,827		03/12/96		HYDROTHERMAL TREATMENT AND PARTIAL OXIDATION OF PALSTIC MATERIALS
5,515,794		05/14/96		PARTIAL OXIDATION PROCESS BURNER WITH RECESSED TIP AND GAS BLASTING
5,534,040		07/09/96		PARTIAL OXIDATION OF PARTIALLY LIQUIFIED PLASTIC MATERIALS
5,545,238		08/13/96		METHOD OF MONITORING SLAG REMOVAL DURING CONTROLLED OXIDATION OF PARTIAL OXIDATION REACTOR
5,554,202		09/10/96		GASIFIER MONITORING APPARATUS
5,566,891		10/22/96		METHOD FOR GRINDING HOT MATERIAL AND RECOVERING GASES ENITTED THEREFROM
5,578,094		11/26/96		VANADIUM ADDITION TO PETROLEUM COKE SLURRIES TO FACILITATE DESLAGGING FOR CONTROLLED OXIDATION

Texaco Development Corporation

1111 Bagby Street
Houston, TX 77002

ChevronTexaco

October 24, 2003

Coffeyville Resources, LLC
c/o Pegasus Investors
99 River Road
Cos Cob, Connecticut 06807

		Re:		Texaco Gasification Process, Texaco Hydrogen Generation Process and Texaco
				Gasification Power Systems
				License Agreement Effective May 30, 1997
				Amendment No. Two

Gentlemen,

Reference is made to the license agreement referenced above (“License Agreement”) effective as of May 30, 1997, between Texaco Development Corporation (“TDC”) and Farmland Industries, Inc. (“Former Licensee”). Reference is also made to the Consent agreement dated December 11, 1997 wherein TDC consented to certain assignments by Former Licensee, the Amendment Agreement dated December 11, 1997 which amended the License Agreement, and the Consent to Assignment and Assignment of License Agreement dated October 24, 2003 wherein the License Agreement was assigned by the Former Licensee to Coffeyville Resources, LLC (“Licensee”).

TDC and Licensee wish to amend the License Agreement as indicated below to reflect the new royalty payment schedule agreed to by the parties.

      License Agreement

1.		Section 7.1, first line, delete “or canceled and, hence, terminated under Paragraph l(c) of Schedule II,”.
2.		Section 7.2, last sentence, delete in its entirety.
3.		Schedule II of the License Agreement is hereby amended as follows:
i.		Paragraph 1(a), is hereby amended to read in its entirety as follows:

[CHEVRON LOGO] [TEXACO LOGO]		Coffeyville Resources, LLC 2nd Amendment to License Agreement

-2-

1(a) The parties acknowledge and agree that the Former Licensee, Farmland, has paid to Texaco Development all royalties and fees due and owing to TDC through December 31, 2003. For royalties and fees due and owing to TDC after December 31, 2003, the parties further acknowledge and agree that the LICENSEE shall pay additional royalties and fees in the total sum of Five Million Five Hundred Thousand United States Dollars ($5,500,000 USD) according to the payment schedule listed below:

	(i)		An initial payment of [***] shall be paid to TDC on or before June 1, 2004;
	(ii)		A second payment of [***] shall be paid to TDC on or before June 1, 2005;
	(iii)		A third payment of [***] shall be paid to TDC on or before June 1, 2006; and
	(iv)		A fourth and final payment of [***] shall be paid to TDC on or before June 1, 2007.

ii.		Paragraph 1(c) is hereby deleted in its entirety.
iii.		Paragraph 1(e) is hereby deleted in its entirety.
iv.		Paragraph 1(f), last sentence, delete “Paragraph 2(b)”and insert in lieu “Paragraph 2”.
v.		Paragraph 2 is hereby amended to read in its entirety as follows:

     2. Royalties shall be paid with respect to all Gasification operations conducted by Licensee in accordance with the following royalty schedule:

For the next 114,000 MSCF of Daily Average Output, i.e., over 86,000 and up to and including 200,000 MSCF of Daily Average Output total lump-sum royalties, at the rate of [***] per MSCF of Daily Average Output; and

For all over 200,000 MSCF of Daily Average Output lump-sum royalties at the rate of [***] per MSCF of Daily Average Output;

all in accordance with the payment provisions of this Schedule II.

vi.

Paragraph 4(a) is hereby amended by deleting the last sentence.

Coffeyville Resources, LLC
2^nd Amendment to License Agreement

-3-

All other terms and conditions of the License Agreement shall remain in full force and effect.

The obligations under this Letter Agreement are conditioned upon the following: (i) Licensee becoming the “Successful Bidder” as such term is defined pursuant to the Order Approving Bid Procedures entered by the Bankruptcy Court (“Bankruptcy Court”) in Former Licensee’s Bankruptcy Chapter 11 Case No. 02-50557-JWV, (ii) closing of the transaction pursuant to that certain Asset Sale and Purchase Agreement dated September 25, 2003 between Former Licensee as “Seller” and Licensee as “ Buyer” (the “APA”) on or before March 31, 2004, (iii) the entry of an appropriate order by the Bankruptcy Court approving the sale of the “Transferred Assets”, as such term is defined under the APA, and (iv) the entry of a final and non-appealable order by the Bankruptcy Court approving the compromise and settlement agreement between TDC and Former Licensee pursuant to the letter agreement dated October 17, 2003.

If you are agreeable to the foregoing conditions, please indicate your acceptance and agreement by having a duly authorized representative of Licensee execute both duplicate originals of the Letter Agreement and returning both signed copies to us for completion by TDC.

		Very truly yours,
		TEXACO DEVELOPMENT CORPORATION
		By		/s/ W. E. Preston
				Vice President

ACCEPTED AND AGREED TO:
COFFEYVILLE RESOURCES, LLC
By:		/s/ Philip L. Rinaldi
Print Name:				Philip L. Rinaldi
Tittle:		CEO
Date:		10/24/03

Coffeyville Resources, LLC
2^nd Amendment to License Agreement

Exhibit 10.6

PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

AMENDED AND RESTATED

TABLE OF CONTENTS

				Page
SECTION 1		DEFINITIONS			1
SECTION 2		THE BOC FACILITY AND THE PIPELINES			4
SECTION 3		PURCHASE AND SALE OF PRODUCT			8
SECTION 4		PRICING AND PAYMENT			12
SECTION 5		ARGON, CO2 BYPRODUCT AND OTHER BYPRODUCTS			13
SECTION 6		TAXES			14
SECTION 7		PRODUCT SPECIFICATIONS			14
SECTION 8		CLAIMS			15
SECTION 9		ALLOCATIONS OF RESPONSIBILITY			15
SECTION 10		METERS			17
SECTION 11		EXCUSED NON-PERFORMANCE			17
SECTION 12		PRICE ADJUSTMENTS			18
SECTION 13		TERM			18
SECTION 14		ASSIGNMENT			19
SECTION 15		NOTICES			19
SECTION 16		GENERAL REPRESENTATIONS AND WARRANTIES			20
SECTION 17		CONFIDENTIALITY			21
SECTION 18		RESOLUTION OF DISPUTES			22
SECTION 19		INDEMNIFICATION			22

				Page
SECTION 20		INSURANCE			24
SECTION 21		TAKING & CASUALTY			25
SECTION 22		LIAISONS			27
SECTION 23		GENERAL PROVISIONS			27
EXHIBITS
EXHIBIT A		CERTAIN SPECIFICATIONS, CAPABILITIES AND CAPACITIES
EXHIBIT B		PRICE ADJUSTMENTS
EXHIBIT C		ACCEPTABLE AIR CONTAMINANT LEVELS
EXHIBIT D		THE COFFEYVILLE PLANT SITE
EXHIBIT E		THE BOC PLANT SITE
EXHIBIT F		ITEMS TO BE PROVIDED BY COFFEYVILLE RESOURCES
EXHIBIT F-l		COOLING WATER SPECIFICATIONS
EXHIBIT F-2		HYDROGEN SPECIFICATIONS
EXHIBIT F-3		EXCESS POWER CALCULATION METHODOLOGY
EXHIBIT G		PRICING SCHEDULE
EXHIBIT H		PURCHASE PRICE
EXHIBIT I		TERMINATION FEE
EXHIBIT J		MEMORANDUM OF LICENSE
EXHIBIT K		CALCULATION OF LOST LIQUID ADJUSTMENT FACTOR, JULY 2005

AMENDED AND RESTATED ON-SITE PRODUCT SUPPLY AGREEMENT

     THIS AMENDED AND RESTATED ON-SITE PRODUCT SUPPLY AGREEMENT (“Agreement”), made and effective as of the 1st day of June, 2005, by and between THE BOC GROUP, INC., a Delaware corporation, acting by and through its BOC Gases Division (“BOC”), COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC, a Delaware limited liability company (“Coffeyville Resources”).

WITNESSETH:

WHEREAS, Farmland Industries, Inc. (“Farmland”) and BOC originally entered into the On-Site Product Supply Agreement (“Original Agreement”) dated December 3, 1997; and

WHEREAS, Farmland and BOC entered into Amendment No. 1 to the Original Agreement dated December 31, 1999; and

WHEREAS, Farmland assigned the Original Agreement, as amended, to Coffeyville Resources effective March 4, 2004; and

WHEREAS, Coffeyville Resources and BOC desire to further amend the Original Agreement to incorporate Amendment No. 1 and to incorporate such further amendments into this Amended and Restated On-Site Product Supply Agreement, which replaces and supersedes the Original Agreement, as amended by Amendment No. 1.

IN CONSIDERATION OF THE PROMISES HEREINAFTER CONTAINED, BOC AND COFFEYVILLE RESOURCES HEREBY AGREE WITH EACH OTHER AS FOLLOWS:

SECTION 1 DEFINITIONS

     For purposes of this Agreement, the following terms shall have the meanings indicated below:

     (a) “Argon” — a by-product liquid product produced by the BOC Facility.

     (b) “BOC Entities” shall have the meaning given such term in Section 19(c) hereof.

     (c) “BOC Facility” — a plant for the production of Product and Argon (the “BOC Plant”), including metering and related facilities, together with interconnected liquid Oxygen Product and liquid Nitrogen Product storage vessels and vaporization equipment (the “Liquid Product Storage Facility”), all connected to the BOC Pipelines and having the production, delivery, liquid storage and vaporization capabilities or capacities stated in Paragraphs II and III of Exhibit A hereto, which shall be owned or leased, maintained and operated by BOC on the BOC Plant Site.

     (d) “BOC Pipelines” — pipelines suitable for use in connection with the delivery of Product hereunder, that shall be owned or leased and maintained by BOC, connecting the BOC Facility with the respective Coffeyville Resources Pipelines.

     (e) “BOC Plant” shall have the meaning given such term in Section l(c) hereof.

     (f) “BOC Plant Site” — a parcel of land located on the Coffeyville Plant Site on which the BOC Facility is located, which parcel is more particularly identified on Exhibit E hereto.

     (g) “Bona Fide Offer” — a written offer, made in good faith and setting forth commercially reasonable terms for the purchase of CO₂ Byproduct produced at the Coffeyville Facilities, which offer shall set forth, in reasonable detail, all information which is reasonably required to evaluate the economics of the deal, including, at a minimum, if applicable, information relating to the: (i) distribution or percentage of ownership and/or entitlement to profits, losses, tax credits, carbon sequestration credits earned in connection with the sale of CO₂ Byproduct, as between BOC, Coffeyville Resources and any third party or parties; (ii) project costs; (iii) project capacity; (iv) project schedule; (v) raw CO₂ gas pricing; (vi) finished product pricing; (vii) marketing rights; and (viii) operating and maintenance responsibility.

     (h) “CDA Product” — clean, dry air product conforming to the product specifications set forth in Paragraph I of Exhibit A hereto.

     (i) “CO₂ Byproduct” — the gaseous carbon dioxide produced by the Coffeyville Facilities as a byproduct and made available as contemplated by Section 5 hereof.

     (j) “Coffeyville Entities” shall have the meaning given such term in Section 19(a) hereof.

     (k) “Coffeyville Facilities” — those facilities and plants (including the gasification plant, ammonia synthesis loop and UAN plant) located at the Coffeyville Plant Site, but not including the Facilities.

     (1) “Coffeyville Pipelines” — pipelines suitable for use in connection with the delivery of Product hereunder, that shall be owned or leased by Coffeyville Resources and operated and maintained by or for the benefit of Coffeyville Resources, connecting the Coffeyville Facilities with the BOC Pipelines at respective points on the boundary of the BOC Plant Site, as agreed upon by Coffeyville Resources and BOC.

     (m) “Coffeyville Plant Site” — the parcel of land near Coffeyville, Kansas on which Coffeyville Resources’ fertilizer complex (including the Facilities) is located, which parcel is more particularly identified on Exhibit D hereto.

     (n) “Environmental Laws” — any now-existing or hereafter enacted or promulgated federal, state, local, or other law, statute, ordinance, rule, regulation or court order pertaining to (i) environmental protection, regulation, contamination or clean-up, (ii) toxic waste, (iii)

underground storage tanks, (iv) asbestos or asbestos-containing materials, or (v) the handling, treatment, storage, use or disposal of Hazardous Substances, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, or state lien or state superlien or environmental protection, regulation, contamination or clean-up statutes, all as exist from time to time.

     (o) “Environmental Loss” — all (i) claims, demands, judgments, liabilities, losses, damages, civil penalties and civil fines, (ii) attorneys’, experts’, consultants’, contractors’, or accountants’ fees, expenses, court costs and other out-of-pocket expenses, and (iii) costs of investigation, characterization, remediation, clean-up and disposal, which arise as a result of a violation of any Environmental Law or the presence, use, handling, storage, disposal, release, treatment, processing or utilization of any Hazardous Substances.

     (p) “Facilities” — together, the BOC Facility and the BOC Pipelines.

     (q) “Force Majeure” — “Force Majeure” shall have the meaning given such term in Section 11(a) hereof.

     (r) “Gasification Project” — the gasification to ammonia project at the Coffeyville Plant Site including, but not limited to, a gasification plant, an ammonia synthesis loop and related storage facilities, a UAN plant and related storage facilities, coke handling and storage facilities, and interconnecting piping and related off-site support facilities, including utilities.

     (s) “Hazardous Substance” — any of the substances that are defined or listed in, or otherwise classified, or which may come to be so defined, listed or classified pursuant to, any applicable statutes, laws, rules or regulations, as “hazardous substances,” “hazardous materials,” “hazardous wastes” or “toxic substances,” or any other formulation intended to define, list or classify substances by reason of deleterious properties, including but not limited to any chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental authority or which may or could pose a hazard to the health and safety of any person in the vicinity of the Coffeyville Plant Site.

     (t) “High Pressure Air Product” — clean, dry air product conforming to the product specifications set forth in Paragraph I of Exhibit A hereto.

     (u) “Liquid Product Storage Facility” shall have the meaning given such term in Section l(c) hereof.

     (v) “Minimum Product Charge” — the minimum monthly charge payable by Coffeyville Resources to BOC hereunder with respect to Product as more specifically described on Exhibit G hereto, subject to adjustment as provided herein.

     (w) “Nitrogen Product” — nitrogen gas (including vaporized liquid) and liquid conforming to the product specifications set forth in Paragraph I of Exhibit A hereto.

     (x) “Oxygen Product” — oxygen gas (including vaporized liquid) and liquid conforming to the product specifications set forth in Paragraph I of Exhibit A hereto.

     (y) “Permits” — licenses, permits and approvals of third parties, governmental agencies or authorities, including licenses, permits and approvals of governmental agencies or authorities respecting health, safety and the environment.

     (z) “Product” — collectively CDA product, Oxygen Product and Nitrogen Product.

     (aa) “Standard Cubic Foot” — the quantity of Product which would occupy a cubic foot of space at a pressure of 14.7 pounds per square inch absolute and a temperature of 70°F (the phrases “Standard Cubic Foot” and “Standard Cubic Feet” are sometimes hereinafter abbreviated “scf”).

     (bb) “Supply Period” — that period of time commencing on June 1, 2005 and ending on April 30, 2020 (subject to extension or earlier termination pursuant to the provisions hereof).

SECTION 2 THE BOC FACILITY AND THE PIPELINES

     (a) BOC shall indemnify and hold Coffeyville Resources and the other Coffeyville Entities harmless from and against any and all claims, damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees), arising from (i) noncompliance by BOC or BOC Entities with any Environmental Laws or (ii) conditions on, at or under the BOC Plant Site, in each case, caused by BOC’s construction of the Facilities or other operations from and after the date that BOC occupies the BOC Plant Site. Coffeyville Resources shall indemnify and hold BOC and the other BOC Entities harmless from and against any and all claims, damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees), arising from (i) noncompliance by Coffeyville Resources or Coffeyville Entities with any Environmental Laws caused by Coffeyville Resource’s occupation, use or operation of the Coffeyville Facilities or the Coffeyville Plant Site (whether prior to, on, or following the date that BOC occupies the BOC Plant Site) or (ii) conditions on, at or under the BOC Plant Site prior to the date that BOC occupies the BOC Plant Site. All indemnification obligations pursuant to this Section 2(a) shall be subject to the provisions of Section 19(e) and 19(f) hereof.

     (b) Subject to section 2(d), the BOC Plant Site shall be occupied exclusively by BOC solely for the construction, use, operation and maintenance of the Facilities for the supply of Products as contemplated hereunder and the retention and sale of certain other industrial gases as set forth in Sections 3 and 5 hereof, without cost for such occupancy, until the Facilities are removed in accordance with the terms hereinafter provided.

     (c) Commencing on the date of execution and delivery of this Agreement, Coffeyville Resources grants to BOC and its directors, officers, employees, agents, contractors and subcontractors, with or without vehicles, equipment, materials and machinery, the following easements, rights-of-way and licenses over the Coffeyville Plant Site (provided that any such use shall not unreasonably interfere with the use or occupancy by or on behalf of Coffeyville

Resources of the Coffeyville Plant Site and that BOC will cooperate with Coffeyville Resources and any and all third parties at the Coffeyville Plant Site to coordinate such use):

     (i) at all times by day or by night to enter upon and use all or any of the Coffeyville Plant Site for the purpose of installing, maintaining, repairing, reconstructing, renovating, replacing, modifying, operating or removing all or any portion of the BOC Facilities located thereon;

     (ii) in locations reasonably satisfactory to BOC and Coffeyville Resources and subject to Coffeyville Resource’s reasonable direction at all times by day or by night for road purposes, to enter upon, cross, pass and repass over and exit from all or any of the Coffeyville Plant Site to the extent reasonably necessary for access and egress to and from the BOC Plant Site; and

     (iii) in locations reasonably satisfactory to BOC and Coffeyville Resources and subject to Coffeyville Resource’s reasonable direction, at all times by day or by night, to enter upon and use all or any of the Coffeyville Plant Site for other purposes to the extent reasonably necessary to enable BOC to perform its obligations under this Agreement;

all of which easements, rights-of-way and licenses are granted subject to BOC’s compliance with the reasonable security and safety requirements and rules of Coffeyville Resources, and shall remain in full force and effect until the earlier of: (i) 360 days after the expiration or other termination of this Agreement; or (ii) the date the Facilities are removed from the BOC Plant Site. Farmland previously delivered to BOC a Memorandum of License in the form attached hereto as Exhibit J, which remains in effect.

     (d) Coffeyville Resources hereby reserves for itself and for its agents, contractors, tenants, licensees and employees: (i) the non-exclusive right to use the BOC Plant Site for such ingress, egress, utility facilities and other connections and uses as may be reasonably necessary in connection with the ownership, use, enjoyment, repair, maintenance and expansion of the Coffeyville Facilities; (ii) the non-exclusive right to use a 12-feet-wide portion of the BOC east-west pipe rack within the BOC Plant Site with a loading capacity up to 30 pounds per square foot for the installation, operation and maintenance by Coffeyville Resources of its cable tray and cables; provided, however, that Coffeyville Resources shall not exercise its rights with respect to any such reserved rights in any manner that unreasonably interferes with the use of the BOC Plant Site by BOC in accordance with the terms of this Agreement (except that Coffeyville Resources may interfere with BOC’s use of the BOC Plant Site to the extent necessary to comply with any Environmental Laws or that certain Resource Conservation and Recovery Act (RCRA) Facility Investigation Order dated October 24, 1995, issued to Farmland Industries, Inc., Coffeyville Resources’ predecessor, by the United States Environmental Protection Agency, which interference shall not be deemed a Force Majeure for purposes of this Agreement).

     (e) The BOC Facilities are not intended to be or to become a fixture or otherwise part of the BOC Plant Site, or of any other property owned by Coffeyville Resources or its assigns notwithstanding the manner in which it, or any part of it, is installed or affixed, but said Facilities are intended to remain the personal property of BOC (or its lessor) at all times. Coffeyville

Resources shall indemnify and hold BOC harmless from and against any and all losses, costs, damages, claims and liabilities arising out of any inability (including any delay) on the part of BOC to remove all or any part of the Facilities from the BOC Plant Site, pursuant to Section 2(j) or otherwise, because of any right on the part of Coffeyville Resources or its assigns to the effect that the same is a fixture or otherwise part of the BOC Plant Site and may not be removed from the BOC Plant Site (including any assertion of any such right), together with all costs and expenses (including reasonable legal fees) incurred by BOC in resisting any such right or assertion, whether or not such resistance was successful, such indemnification to be subject to the provisions of Sections 19(e) and 19(f) hereof.

     (f) Coffeyville Resources shall provide, at the BOC Facility, sufficient quantities of the items listed on Exhibit F as may, from time to time, be reasonably required for the construction, operation and maintenance of the BOC Facility, all of which shall be, except as set forth in Exhibit F or otherwise specified herein, without cost to BOC. Coffeyville Resources acknowledges that BOC intends to operate the BOC Plant at all times during the Supply Period, including those times when Coffeyville Resources does not desire to take delivery of any Product, and Coffeyville Resources shall provide sufficient quantities of the items listed on Exhibit F as may be reasonably required to operate the BOC Plant at all such times during the Supply Period.

     (g) BOC shall not do or permit others under its control to do any work in or about the BOC Plant Site, or related to any repair, rebuilding, restoration, replacement, alteration of or addition to the BOC Plant Site, unless BOC shall have first procured and paid for all necessary Permits in accordance with the provisions of Section 9(d) hereof.

     (h) In the event that any of the contaminant levels of the atmosphere at the BOC Plant Site exceed the applicable amount set forth on Exhibit C hereto after the date hereof and, in the reasonable opinion of BOC, operation of the BOC Facility may be hazardous or the BOC Facility may be damaged, or BOC’s ability to meet the product specifications set forth in Paragraph I of Exhibit A hereto may be impaired as a result of such condition (a “Hazardous Condition”), Coffeyville Resources and BOC shall proceed as set forth in this Section 2(h). BOC shall promptly notify Coffeyville Resources thereof, specifying the particular contaminant levels and the effect thereof. Upon receipt of such notice, Coffeyville Resources shall, at its election within sixty (60) days thereafter proceed to do one of the following: (i) correct such condition by removal or modification of the contaminant source; (ii) request BOC to make such additions or modifications to the BOC Facility as BOC deems reasonably necessary to compensate for such Hazardous Condition, whereupon BOC shall undertake to do the same; or (iii) terminate this Agreement by providing written notice to BOC and paying to BOC the applicable termination fee listed on Exhibit I hereto. The cost of any action taken pursuant to the preceding sentence other than the payment of a termination fee by Coffeyville Resources pursuant to clause (iii) of such sentence shall be (x) borne by Coffeyville Resources if Coffeyville Resources was the cause of the Hazardous Condition, (y) borne by BOC if BOC was the cause of the Hazardous Condition, and (z) in all other cases borne equally by BOC and Coffeyville Resources.

     (i) Neither Coffeyville Resources nor BOC shall do or suffer anything to be done whereby the BOC Plant Site or the Facilities or any part thereof may be encumbered by any mechanics’ lien or other similar lien and if whenever and as often as any mechanics’ lien, or other similar lien is filed against the BOC Plant Site or the Facilities or any part thereof purporting to be for or on account of any labor, materials or services furnished in connection with any work in or about the BOC Plant Site or the Facilities done by, for or under the authority of either party hereto or anyone claiming by, through or under such party, such party shall discharge the same of record within sixty (60) days after the date of filing. Notwithstanding the above, each party hereto shall have the right to contest any such mechanics’ lien or other similar lien if within said sixty (60) day period stated above it notifies the other party in writing of its intention so to do and, if requested by the other party, deposits with such party a bond in favor of such party, with a surety company acceptable to such party as surety, in the total sum of at least one hundred twenty-five percent (125%) of the amount of the lien claim so contested, indemnifying and protecting such party from and against any liability, loss, damage, cost and expense of whatever kind or nature growing out of or in any way connected with said lien and the contest thereof, and if, and provided further, such party diligently prosecutes such contest, at all times effectively stays or prevents any official or judicial sale of the BOC Plant Site or the Facilities, or any part thereof or interest therein, under execution or otherwise, and pays or otherwise satisfies any final judgment adjudging or enforcing such contested lien claim and thereafter promptly procures record release or satisfaction thereof.

     (j) BOC shall have 360 days from and after any expiration or termination of this Agreement to remove the Facilities from the BOC Plant Site. BOC shall restore the BOC Plant Site to the condition it was in immediately prior to the time it was made available to BOC by Coffeyville Resources’ predecessor, Farmland Industries, Inc., but not including removing any foundations or other underground installations, and upon said removal of the Facilities, such foundation and underground installations shall become the property of Coffeyville Resources.

     (k) Coffeyville Resources, for itself and its duly authorized representatives and agents, reserves the right, upon reasonable notice to BOC, to enter the BOC Plant Site during the term of this Agreement for the purpose of (i) examining and inspecting the same as permitted hereunder and for the purpose of exercising any and all of Coffeyville Resource’s other rights under this Agreement, (ii) performing, at Coffeyville Resources’ option, such work in and about the BOC Plant Site as may be made necessary by reason of BOC’s default under any of the provisions of this Agreement, (iii) conducting environmental assessment, monitoring or compliance activities, and (iv) for such other purposes as Coffeyville Resources may reasonably determine to be necessary or appropriate. Coffeyville Resources may, during the progress of said work and activities mentioned in (ii) and (iii) above, keep and store on the BOC Plant Site all necessary materials, supplies and equipment, and Coffeyville Resources shall not be liable for any inconvenience, annoyances, disturbance, loss of business or other damage suffered by reason of the performance of any such work or by the storage of materials, supplies and equipment or by Coffeyville Resources’ exercise of any of its rights under this Agreement, except to the extent caused by the negligence of Coffeyville Resources or its representatives or agents.

     (1) BOC will consult with Coffeyville Resources and use all reasonable efforts to coordinate scheduled maintenance and other temporary scheduled interruptions in the operations of the Facilities during periods of scheduled down time for the Coffeyville Facilities.

     (m) BOC shall cooperate with Coffeyville Resources and any and all third parties at the Coffeyville Plant Site to coordinate the activities of all parties working at the Coffeyville Plant Site. Coffeyville Resources shall have the right, from time to time, to designate a contractor, agent or other representative of Coffeyville Resources’ choice to coordinate the activities of all contractors working on or near the BOC Plant Site or in connection with the Gasification Project. BOC shall cooperate with all such coordination efforts and shall take such steps as may be reasonably required for the orderly progress of the Gasification Project without interruption or disruption attributable to the acts or omissions of BOC. Coffeyville Resources and BOC shall, in general, and to the best of their ability, conduct their respective operations on or near the BOC Plant Site in such a manner as to cause no interference or disruption with the other’s operations. BOC acknowledges that Coffeyville Resources intends to operate the Coffeyville Facilities twenty-four (24) hours a day, seven days a week, during the time that BOC is performing its obligations hereunder, and BOC shall undertake its obligations hereunder in a manner that does not interrupt or disrupt the operations of the Coffeyville Facilities.

SECTION 3 PURCHASE AND SALE OF PRODUCT

     (a) It is anticipated that the BOC Plant will be operated on a continuous basis during the Supply Period and will produce a uniform volume of Product. From time to time Coffeyville Resources will advise BOC of the volume of Product it will purchase from BOC, such advice to be effective until new advice is given by Coffeyville Resources. Coffeyville Resources shall pay BOC for such Product in accordance with the provisions of Section 4 hereof. In the event Coffeyville Resources desires to take delivery of less Product than that amount described in Paragraph II of Exhibit A hereto, then Coffeyville Resources will continue to pay BOC for such Product in accordance with the provisions of Section 4 hereof, provided, however, that in the event that Coffeyville Resources desires to purchase less Product than that amount described in Paragraph II of Exhibit A for a period of more than twenty-four (24) hours, then the Supply Period shall be extended by that number of hours that is equal to the number of hours for which Coffeyville Resources desires to take delivery of less Product than that amount described in Paragraph II of Exhibit A, but not to exceed 180 days, and there shall be no Minimum Product Charge during such extension period.

     (b) (i) During the Supply Period, BOC shall sell and deliver to Coffeyville Resources, and Coffeyville Resources shall purchase and accept from BOC, Coffeyville Resources’ requirements of Product for its Gasification Project located at the Coffeyville Plant Site; provided, however, that BOC shall not be obligated to supply gaseous Oxygen Product or gaseous Nitrogen Product from the BOC Plant to Coffeyville Resources at an instantaneous flow rate in excess of the applicable rate that is stated in Paragraph II of Exhibit A or vaporized liquid Oxygen Product or vaporized liquid Nitrogen Product from the Liquid Product Storage Facility at a rate in excess of the applicable vaporization capacity set forth in Paragraph III of Exhibit A.

Delivery and transfer of title to all Product shall be made at the point where each of the Coffeyville Pipelines are connected to the corresponding BOC Pipelines.

          (ii) BOC’s delivery commitments to Coffeyville Resources, as stated in Paragraph 3(b) (i) above, shall be satisfied, primarily, by the delivery of gaseous Product produced at the BOC Plant; however, if the BOC Plant is not operating, or Coffeyville Resources’ requirements exceed the capacity of the BOC Plant, BOC will then supply Coffeyville Resources with vaporized liquid Product delivered from the inventory of the Liquid Product Storage Facility. If requested by Coffeyville Resources, BOC will replenish the inventory of the Liquid Product Storage Facility with hauled-in liquid product to the extent available from outside sources (“Supplemental Product”). Supplemental Product shall be billed to Coffeyville Resources as set forth in Paragraphs IV and V of Exhibit G.

          (iii) During the Supply Period, Coffeyville Resources shall not purchase any Oxygen Products or Nitrogen Products for any other use at the Coffeyville Plant Site from any third party except as set forth in section 3(d) below.

     (c) In the event that during the Supply Period BOC elects to produce Product in excess of the amount of Product to be purchased by Coffeyville Resources hereunder for the purpose of retaining, marketing and selling such Product for its own account pursuant to Section 5 hereof, BOC shall pay Coffeyville Resources any incremental cost Coffeyville Resources incurs in order to provide sufficient quantities of those items provided by Coffeyville Resources pursuant to Section 2(f) hereof to allow BOC to produce such excess Product.

          For the purposes of this Section 3(c), Coffeyville Resources’ incremental costs for liquid Oxygen Product and liquid Nitrogen Product retained by BOC for its own account and sold to third parties shall be deemed paid in full upon the credit to Coffeyville Resources by BOC of the following amounts:

(***) per ton of such liquid Oxygen Product
(***) per ton of such liquid Nitrogen Product

BOC shall meter all quantities of such liquid Product on BOC’s truck scales and shall calculate and provide to Coffeyville Resources all credits due to Coffeyville Resources therefor on a monthly basis. Coffeyville Resources will apply those credits against BOC’s invoices for the Minimum Product Charge.

     (d) If at any time during the Supply Period Coffeyville Resource’s requirements for Product exceed, or are expected to exceed, any of the instantaneous flow rates set forth in Paragraph II of Exhibit A by an amount which exceeds such instantaneous flow rate by at least 10 percent (the amount of such excess over and above 10% defined herein as “Excess Product”), then:

          i. Coffeyville Resources shall promptly provide BOC with written notice (“Excess Product Notice”) of the need for such Excess Product in accordance with Section 15 of this Agreement. Such Excess Product Notice shall include the approximate quantity of Excess

Product and the approximate date by which Coffeyville Resources requires such Excess Product (“Excess Product Date”); and

          ii. For 60 days following BOC’s receipt of such Excess Product Notice, BOC and Coffeyville Resources shall work together to jointly develop and request for Proposal (“RFP”) for the purpose of soliciting bids from third parties and BOC for supplying Excess Product to the Coffeyville Facilities by the Excess Product Date. BOC and Coffeyville Resources agree that it is their mutual intention that the RFP will not provide for the solicitation of bids for the sale of equipment, but will be limited to contracts for the supply of Excess Product; and

          iii. Coffeyville Resources shall have 60 days from the date BOC and Coffeyville Resources complete preparation of the RFP to distribute the RFP and solicit bids from BOC and any third party bidders (“Bidding Period”); provided, however, that if BOC and Coffeyville fail to complete the RFP by the time described in Section 3(d)(ii) above, then Coffeyville Resources may submit its own RFP to BOC and third parties and the 60 day Bidding Period would then start on the date of Coffeyville Resources’ distribution of such RFP; and

          iv. Within 7 days after the conclusion of the Bidding Period, Coffeyville Resources shall provide BOC with written notice (“Bid Decision Notice”), in accordance with Section 15 of this Agreement, as to whether: (a) it agrees to accept BOC’s bid; or (b) intends to accept one of the bids submitted by a third party; and

          v.  If Coffeyville Resources accepts BOC’S bid, then Coffeyville Resources shall purchase its Excess Product from BOC as of the Excess Product Date in accordance with the terms and conditions of BOC’s bid; and

(***)

(***)

SECTION 4 PRICING AND PAYMENT

     (a) Except as otherwise provided herein, Coffeyville Resources shall pay BOC in accordance with the pricing schedule set forth on Exhibit G hereto.

     (b) On or before the 10th day of each month, BOC shall submit an invoice (each, a “Minimum Product Charge Invoice”) to Coffeyville Resources covering the Minimum Product Charge applicable to such month. All Minimum Product Charge Invoices shall be on a net cash basis, payable by Coffeyviile Resources within twenty (20) days after receipt thereof. In the event BOC has not received payment within forty (40) days of the date of a Minimum Product Charge Invoice, BOC at its sole option may assess interest thereon at an annual rate equal to the prime rate then in effect at Chase Manhattan Bank, N.A., plus two percent (2%) from and after the date such payment was due to the date when paid.

     (c) On or before the 10th of each month, BOC shall submit an invoice (each, an “Other Charges Invoice”) to Coffeyville Resources covering all charges and other sums other than the Minimum Product Charge, if any, applicable to the immediately preceding month as well as all Product delivered prior to such month that was not covered by a prior invoice. All Other Charges Invoices shall be on a net cash basis, payable by Coffeyville Resources within ten (10) days after receipt thereof. In the event BOC has not received payment within thirty (30) days of the date of an Other Charges Invoice, BOC at its sole option may assess interest thereon at an annual rate equal to the prime rate then in effect at Chase Manhattan Bank, NA, plus two percent (2%) from and after the date such payment was due to the date when paid.

     (d) From time to time during the term of this Agreement, BOC shall have the right to increase the applicable unit prices for liquid Products in the pricing schedule set forth on Exhibit G hereto pursuant to this Section 4(d) by giving Coffeyville Resources written notice thereof. Said increased prices shall become effective thirty (30) days after the date of said notice; provided, however, that if Coffeyville Resources, within fifteen (15) days after the date of said notice, furnishes BOC with a bona fide, firm, written offer from a responsible seller offering to sell Coffeyville Resources comparable Product, in like quantities, under similar conditions and at a lower price, BOC shall within fifteen (15) days thereafter agree to either: (i) meet said lower price; or (ii) reinstate the price thereof in effect at the time of said notice of increase, whichever BOC, in its sole discretion, may elect.

     (e) During the Supply Period, Coffeyville Resources will provide a monthly credit to BOC for Lost Liquid Production (as “Lost Liquid Production” is defined below). The credit shall be calculated on a monthly basis using the following formula:

     ((***)/ton)[(Operating Days in Month)(120) — (Actual Tons Liquid Production)] = Credit

and will be capped at (***) in any single month. The (***)/ton price and (***)/month cap will adjust (up or down) on a monthly basis based upon the actual total power cost as billed to Coffeyville Resources by the City of Coffeyville, Kansas (expressed as $/KWH) compared to the actual total power cost in June 2005 (expressed as $/KWH). The actual total power cost in June

2005 was $.03965/KWH. As an example, attached as Exhibit K is the adjustment calculation per this paragraph for July 2005. For purposes of this Section 4(e), the following terms shall have the meanings set forth below:

          (i) “Operating Day” shall mean hours of operation in any calendar day during which BOC is providing all Products at the purity volumes and pressures provided for herein divided by 24.

          (ii) “Liquid Production” shall mean the sum of liquid Nitrogen Product and liquid Oxygen Product as determined by BOC scale tickets.

          (iii) “Lost Liquid Production” shall mean Liquid Production which is not realized by BOC solely due to the supply of High Pressure Air Product by BOC to Coffeyville Resources pursuant to this Agreement.

SECTION 5 ARGON, CO₂ BYPRODUCT AND OTHER BYPRODUCTS

     (a) During the Supply Period, BOC shall be entitled to retain, market and sell for its own account: (i) all Argon produced by the BOC Plant; (ii) all CO₂ Byproduct, except to the extent retained by Coffeyville Resources or its affiliates and except to the extent otherwise provided in or pursuant to Section 5(b) herein; and (iii) all other byproducts and other industrial gases, in liquid or gaseous form, produced by the BOC Plant, including Product in excess of BOC’s obligations to supply same to Coffeyville Resources hereunder. BOC shall be solely responsible for the proper disposal, in accordance with all applicable Environmental Laws and Permits of any and all byproducts and other emissions and wastes generated by the BOC Plant (including from CO₂ Byproduct delivered to BOC) other than Products delivered to Coffeyville Resources hereunder. Except as permitted by Section 5(b) herein, Coffeyville Resources agrees that it will not sell or deliver CO₂ Byproduct to anyone other than BOC, its affiliates and affiliates of Coffeyville Resources.

     (b) Subject to Paragraph 5(a) above, BOC and Coffeyville Resources hereby agree as follows:

          (i) For a period of no less than 90 days, commencing as of the effective date of this Agreement, which period shall be referred to as the “Initial Negotiating Period,” BOC and Coffeyville Resources shall negotiate in good faith to jointly develop projects relating to the marketing and sale of CO₂ Byproduct produced by the Coffeyville Facilities (“CO₂ Projects”) which are mutually acceptable to both parties. BOC and Coffeyville Resources further agree that each party can own up to a maximum of 50% of any individual CO₂ Project.

          (ii) If BOC and Coffeyville fail to jointly develop CO₂ Projects mutually acceptable to both parties during the Initial Negotiating Period, then, at any time after the expiration of the Initial Negotiating Period, either BOC or Coffeyville Resources (the “Proposing Party”) shall provide the other party (the “Receiving Party”) with written Notice of a Bona Fide Offer setting forth all terms of said Bona Fide Offer. Said Notice shall be provided in accordance with

Section 15 of this Agreement. A Bona Fide Offer may come from a third party, Coffeyville Resources or BOC.

          (iii) For a period of no less than 90 days, commencing as of the date written Notice of a Bona Fide Offer is received by the Receiving Party, BOC and Coffeyville Resources shall negotiate in good faith to consider the Bona Fide Offer. If BOC and Coffeyville Resources agree to accept the Bona Fide Offer, then, unless the parties agree otherwise, all profits, losses, tax credits and carbon sequestration credits earned in connection with the sale of CO₂ Byproduct associated with the Bona Fide Offer shall be shared between BOC and Coffeyville Resources in the same proportion as the ownership proposed in connection with the related Bona Fide Offer. If, at the expiration of 90 days, BOC and Coffeyville Resources have not reached agreement as to whether to accept or reject the Bona Fide Offer, then the Proposing Party shall be authorized to accept the Bona Fide Offer, and shall have the exclusive right to retain 100% of all profits, tax credits and losses earned in connection with the sale of CO₂ Byproduct to such Third Party Buyer. In that event, the Proposing Party shall indemnify and hold the Receiving Party, its directors, officers, agents, employees, subsidiaries, and affiliates, harmless from and against any and all claims, demands, judgments, liabilities or expenses arising out of or in any way connected with the Proposing Party’s use, transportation, marketing or sale of such CO₂ Byproduct.

SECTION 6 TAXES

     (a) Coffeyville Resources shall pay the amount of all Federal, state and local taxes, however denominated (except taxes on BOC’s net income or for its general privilege to conduct business in any state), arising in connection with the production, sale or delivery of any Product hereunder, including, without limitation, all real and personal property taxes (and any payments associated with such taxes) applicable to the Facilities, or any part thereof. BOC agrees to use its commercially reasonable best efforts to secure such exemptions from real and personal property taxes as may be available now and from time to time with respect to the BOC Facilities. BOC will cooperate with Coffeyville Resources should Coffeyville Resources desire to contest any sales or other tax assessed by any governmental unit, all at Coffeyville Resources’ expense.

     (b) In the event that any tax covered by this Section 6 should be assessed against and paid by a party other than the party required hereunder to pay such tax, such other party shall promptly reimburse such party for such payment

     (c) Upon request, a properly completed exemption certificate (where appropriate) for any tax from which a party claims exemption shall be provided to the other party.

SECTION 7 PRODUCT SPECIFICATIONS

     BOC warrants that all Products and gas sold and delivered to Coffeyville Resources under this Agreement shall conform to the product specifications set forth in Paragraph I of Exhibit A hereto. THE WARRANTY SET FORTH IN THIS PARAGRAPH 7 IS IN LIEU OF ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND OR

NATURE, EXPRESS OR IMPLIED, IN FACT OR BY LAW, RESPECTING THE PRODUCTS AND GAS SOLD TO COFFEYVILLE RESOURCES.

SECTION 8 CLAIMS

     Written notice of all claims having anything to do with any Products delivered by BOC to the Coffeyville Pipelines or for failure to make timely delivery, shall be made within forty-five (45) days of such delivery, or of the date on which such delivery was to have been made, as the case may be. Written notice of all claims with respect to billing matters shall be made within one (1) year of the date of the relevant invoice. Failure by Coffeyville Resources to give such written notice within such time shall constitute a complete defense for BOC against such claims by Coffeyville Resources, except as otherwise specifically provided in Section 9 hereof.

SECTION 9 ALLOCATIONS OF RESPONSIBILITY

     (a) BOC shall bear the risk of loss with respect to all Product until Product is delivered by BOC to Coffeyville Resources under Section 3(b) hereof, at which time risk of loss shall pass to Coffeyville Resources.

     (b) Coffeyville Resources acknowledges that there are hazards associated with the use of Product. BOC will provide Coffeyville Resources with Material Safety Data Sheets setting forth the general hazards and safety information relating to Product. Coffeyville Resources hereby assumes all responsibility for warning its employees and its independent contractors exposed to Product of all such hazards and shall hold harmless and indemnify BOC from and against all liability arising from any failure to make such warnings, such indemnification to be subject to the provisions of Sections 19(e) and 19(f) hereof. BOC shall promptly notify Coffeyville Resources of any additional hazards of which BOC may, from time to time, become aware.

     (c) Final determination of the suitability of the Product (assuming such Product conforms to the specifications and other requirements of this Agreement) for any use contemplated by Coffeyville Resources is the sole responsibility of Coffeyville Resources, and BOC shall have no responsibility in connection therewith. Coffeyville Resources shall avail itself of testing devices to determine the purity of Product before Coffeyville Resources uses it at Coffeyville Resources’ discretion, but no error in, or failure to make, any such test shall impair any right on the part of Coffeyville Resources to pursue its remedies for breach of warranty hereunder.

     (d) BOC shall obtain, comply with and preserve in full force and effect all Permits necessary for the maintenance and operation of the BOC Facility. BOC shall cause all such Permits to be made available for inspection by Coffeyville Resources. Coffeyville Resources shall cooperate with BOC in obtaining and preserving all Permits necessary for the maintenance and operation of the BOC Facility and shall reimburse BOC for the actual cost of such Permits. BOC shall cooperate with Coffeyville Resources in obtaining and preserving any Permits necessary for the maintenance and operation of the Coffeyville Facilities. Prior to obtaining any Permit necessary for the maintenance or operation of the BOC Facility, BOC shall give

Coffeyville Resources notice thereof. If obtaining any Permit necessary for the maintenance or operation of the BOC Facility would have the direct or indirect effect of impairing Coffeyville Resources’ ownership, maintenance, operation and/or reasonably contemplated expansion of the Coffeyville Facilities, Coffeyville Resources shall give BOC notice thereof; and the parties shall cooperate to arrive at a fair and equitable resolution of such impairment.

     (e) BOC agrees to make such modifications to the BOC Facility as are required by governmental agencies or authorities, by the modification or change in interpretation of any applicable laws or Permits, or by the enactment or adoption of any new laws, so as to ensure that BOC’s maintenance and operation of the BOC Facility and Coffeyville Resources’ ownership, maintenance and operation of the Coffeyville Facilities, are in compliance therewith.

     (f) Other than any termination right Coffeyville Resources may have pursuant to the provisions of Section 13 hereof, Coffeyville Resources’ exclusive remedy for each unexcused failure on the part of BOC to deliver gaseous Product produced at the BOC Plant to Coffeyville Resources when required hereunder (including the delivery of gas that does not conform to the product specifications set forth in Paragraph I of Exhibit A hereto), whether or not such failure was caused, in whole or in part by any negligence, shall be to receive an abatement of the fees (together with any then applicable price adjustment) which Coffeyville Resources would otherwise have been obligated to pay to BOC pursuant to Section 4(a) of this Agreement from the date such failure occurs until such time as BOC resumes delivery of gaseous Product as required hereunder and all Products so delivered conform to the product specifications set forth in Paragraph I of Exhibit A hereto.

     (g) Other than any termination right Coffeyville Resources may have pursuant to the provisions of Section 13 hereof, Coffeyville Resources’ exclusive remedy for each unexcused failure on the part of BOC to deliver liquid Product from the Liquid Product Storage Facility or vaporized liquid product to Coffeyville Resources when required hereunder, whether or not such failure was caused, in whole or in part by any negligence, shall be to recover from BOC the difference between the cost to Coffeyville Resources of any reasonable purchase of Product in substitution for the Product that BOC so failed to deliver and the price of such quantity of Product hereunder, increased by any expenses incurred by Coffeyville Resources in connection with the procurement of the substitute Product and reduced by any expenses saved by Coffeyville Resources due to procurement of the substitute Product.

     (h) Other than any termination right Coffeyville Resources may have pursuant to the provisions of Section 13 hereof, Coffeyville Resources’ exclusive remedy for each unexcused failure or act on the part of BOC whereby liquid product or vaporized liquid product that does not conform to the product specifications set forth in Paragraph I of Exhibit A hereto is delivered from the Liquid Product Storage Facility to Coffeyville Resources, whether or not such failure or act was, in whole or in part, negligent, shall be to receive a refund of the price of such quantity of non-conforming product, or the replacement thereof with Product that does conform to said product specifications at no additional charge to Coffeyville Resources.

     (i) Except to the extent that BOC’s rights and obligations are materially adversely affected thereby, BOC shall provide all documents, reports, acknowledgments, consents to

assignments, certifications and other information reasonably requested by any person or entity, or group of persons or entities, extending credit or making any financial accommodations directly or indirectly to Coffeyville Resources, or for Coffeyville Resources’ benefit, for purposes of financing or refinancing in any manner any costs or expenses related to the construction, commissioning or operation of all or any part of the Gasification Project (each, a “Finance Party”). BOC shall cooperate with all Finance Parties to the fullest extent possible. BOC shall also enter into such amendments to this Agreement as Coffeyville Resources may reasonably request in order to comply with any requirements imposed by any Finance Party to the extent that BOC’s rights and obligations are not materially adversely affected thereby.

SECTION 10 METERS

     BOC shall install and maintain such metering as may be necessary hereunder. Such metering shall be inspected by BOC for accuracy at least once per year. In addition, such metering shall also be inspected and tested for accuracy at such other times as either party may reasonably elect. Coffeyville Resources shall be notified of the times such tests are to be made and may observe such tests. BOC shall bear the cost of all such tests, except those requested by Coffeyville Resources that show that the meter tested was accurate within two percent (2%). If any meter is found to be inaccurate by more than two percent (2%), any billings based on such meter shall be adjusted to offset such inaccuracy with respect to only those deliveries made during the thirty (30) day period prior to such test or during the latter half of the period of time since the said meter was last previously tested, whichever period of time is shorter.

SECTION 11 EXCUSED NON-PERFORMANCE

     (a) Any failure, in whole or in part, by either party timely to perform any obligation on its part to be performed under this Agreement (except the obligation to pay monies when due) shall be excused to the extent that such failure is caused by any circumstance which is not within the reasonable control of the party whose performance is prevented, restricted or otherwise interfered with, including without limitation, by any act of God, flood, storm, earthquake, fire, explosion, strikes, lockouts, industrial disputes or disturbances or other labor difficulty (regardless of the reasonableness of the demands of labor or the power of the party concerned to concede), riot, war, blockades, civil disorder, equipment breakdown or malfunction that was unavoidable through proper maintenance, failure of product machinery or transportation facilities that was unavoidable through proper maintenance, failure of or interference with utilities or other sources of supply, accident or by any order, request or decree of any governmental body or agency (each, a “Force Majeure”). Upon the occurrence of a Force Majeure, the party affected thereby shall give prompt written notice thereof to the other party.

     (b) Each time that, due to any Force Majeure, BOC delivers less Product than is required by Coffeyville Resources under Section 3(a) or Coffeyville Resources is unable to take any Product for five (5) or more consecutive full days, that portion of the Minimum Product Charge (together with any then applicable price adjustment) which Coffeyville Resources would otherwise have been obligated to pay to BOC pursuant to this Agreement that is apportionable to such full days shall be abated. (Said number of full days shall be determined by dividing twenty-four into the number of hours during which any such failure to deliver continued and

disregarding any fractional remainder). If either BOC or Coffeyville Resources so elects in writing, the Supply Period shall be extended for two times the number of full days with respect to which such Minimum Product Charge was so abated.

     (c) Subject to BOC’s obligations pursuant to Paragraph 2(1) hereof, BOC shall perform routine maintenance (scheduled and unscheduled) on the BOC Facility in accordance with generally accepted industry practices, and any such maintenance shall not be deemed a breach under this Agreement.

SECTION 12 PRICE ADJUSTMENTS

     Annually during the Supply Period, the Minimum Product Charge and the unit prices for gaseous Product purchased by Coffeyville Resources hereunder shall be subject to price adjustment by BOC as set forth in Exhibit B hereto.

SECTION 13 TERM

     (a) This Agreement shall be in effect from the date first set forth above to the expiration or termination of the Supply Period.

     (b) Either party shall have the right to terminate this Agreement in accordance with this Section 13(b) at any time in the event the other party fails to perform any material obligation hereunder for reasons other than a Force Majeure or as a direct result of a breach by the other party (a “Material Breach”). If either party (the “Other Party”) considers the other party (a “Breaching Party”) to have committed a Material Breach, the Other Party may give to the Breaching Party a notice of Material Breach stating the act or circumstances contended to be a Material Breach and the section of the Agreement alleged to have been breached, and demanding that the Material Breach be cured. If the Breaching Party fails to cure the Material Breach within thirty (30) days after receipt of the notice of Material Breach, the Other Party may terminate this Agreement upon thirty (30) days’ notice to the Breaching Party. If the nature of the Material Breach is such that it cannot be cured in thirty (30) days but a cure is commenced during such thirty (30) day period and diligently pursued thereafter, then such cure must be completed within 180 days from the date of notice of Material Breach, or the Other Party may terminate this Agreement on notice at any time after the expiration of such 180-day period unless such breach is then cured.

     (c) Either party shall have the right to terminate this Agreement upon written notice to the other party upon (i) any failure by the other party to satisfy any final judgment, decree or order against the other party which has not been stayed or appealed within thirty (30) days after the entry thereof and which would materially adversely affect the other party’s ability to perform its obligations under this Agreement if not so satisfied, stayed or appealed, or (ii) the other party shall (A) be or become insolvent or generally fail to pay its debts as they become due, or (B) voluntarily file a petition in bankruptcy or for reorganization under the United States Bankruptcy Code, or (C) have filed involuntarily against it a petition in bankruptcy or for reorganization under the United States Bankruptcy Code, which petition has not been stayed or dismissed within sixty (60) days after the filing thereof, or (D) voluntarily initiate any act, process or

proceeding under any insolvency law or other statute or law providing for the modification or adjustment of the rights of creditors, or (E) have initiated involuntarily against it any act, process or proceeding under any insolvency law or other statute or law providing for the modification or adjustment of the rights of creditors; which act, process or proceeding has not been stayed or dismissed within sixty (60) days after the initiation thereof, or (iii) the other party is a party to any merger or consolidation in which it is not the surviving entity or is dissolved or liquidated.

     (d) In the event that this Agreement is terminated by Coffeyville Resources pursuant to Section 13(b) or 13(c) hereof, Coffeyville Resources shall have the right and option to purchase the Facilities on an “as is” and “where is” basis from BOC at the applicable purchase price listed on Exhibit H hereto (such option shall be referred to herein as the “Option”). The term of the Option shall commence on the date of such termination and shall expire 180 days thereafter. Coffeyville Resources may exercise the Option by providing written notice to BOC of its election to exercise the Option. In the event that Coffeyville Resources elects to exercise the Option, BOC shall sell and convey to Coffeyville Resources, and Coffeyville Resources shall purchase from BOC, the Facilities. The closing of the purchase of the Facilities shall take place on a mutually agreeable business day within sixty (60) days following the date BOC receives Coffeyville Resources’ notice of its election to exercise the Option. At the closing, Coffeyville Resources shall pay BOC the purchase price (as calculated above), and BOC shall transfer and assign the Facilities to Coffeyville Resources and shall deliver to Coffeyville a bill of sale and such other appropriate instruments of transfer and physical possession as shall, in the reasonable opinion of counsel for Coffeyville Resources, be effective to vest in Coffeyville Resources good and marketable title to the Facilities.

SECTION 14 ASSIGNMENT

     This Agreement is not assignable by either BOC or Coffeyville Resources except upon the written consent of the other party; provided, however, that such consent shall not be unreasonably withheld. Notwithstanding the foregoing sentence, Coffeyville Resources may assign this Agreement as contemplated or required by its financing scheme or to an affiliate without the consent of BOC so long as BOC’s rights and obligations are not materially adversely affected thereby. The Parties agree that for purposes of this Section 14, BOC’s rights and obligations shall not be deemed to be materially adversely affected by an assignment so long as Coffeyville Resources remains secondarily liable under this Agreement following such assignment.

SECTION 15 NOTICES

     Any notice or other communication required or permitted to be given pursuant to this Agreement shall be deemed to have been duly given if delivered personally or sent by telex, telecopy, facsimile transmission or certified mail (postage prepaid, return receipt requested), addressed as provided below. Until another address or addresses shall be furnished in writing by either party, notices to BOC shall be given in duplicate, addressed as follows:

The BOC Group, Inc.
575 Mountain Avenue
Murray Hill, NJ 07974
Attention: General Counsel

And a copy also sent to:

BOC Gases
575 Mountain Avenue
Murray Hill, NJ 07974
Attention: Vice President — Product Management

and notices to Coffeyville Resources shall be addressed as follows:

Coffeyville Resources Nitrogen Fertilizers, LLC
10 East Cambridge Circle Drive
Suite 250
Kansas City, Kansas 66103

Attention: Chief Operating Officer

And a copy also sent to:

Coffeyville Resources Nitrogen Fertilizers, LLC
P.O. Box 5000
701 E. Martin Street
Coffeyville, Kansas 67337

Attention: Plant Manager

SECTION 16 GENERAL REPRESENTATIONS AND WARRANTIES

     (a) Each of the parties hereto make the following representations and warranties to the other party hereto, each of which is true and correct on the date hereof:

     (i) Such party is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the state of its organization, and is duly qualified to transact business in the State of Kansas.

     (ii) Such party has the corporate power to execute and deliver this Agreement and to carry out the transactions contemplated hereby, and perform its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not violate, nor constitute a breach or default under, the constituent documents of such party or any provision of any

mortgage, lien, lease, agreement, instrument, order, judgment, decree, law, Permit or other restriction of any kind or character to which such party is subject.

     (iii) There is no claim, litigation or proceeding pending or, to the best knowledge of such party, threatened against such party which, if decided adversely to such party, would preclude it from consummating the transactions contemplated hereby or performing the obligations hereunder or would subject the other party to any liability.

     (iv) This Agreement has been duly authorized, executed and delivered by such party and is valid, binding and enforceable against it in accordance with its terms.

     (b) EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, NEITHER PARTY HAS MADE ANY WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

SECTION 17 CONFIDENTIALITY

     The parties acknowledge and agree that to the extent either party receives any proprietary or confidential information regarding operations of the other (“Confidential Information”), such Confidential Information represents valuable information to the party disclosing such Confidential Information (the “Disclosing Party’), and the party receiving such Confidential Information (the “Receiving Party’) agrees (a) not to disclose any Confidential Information of the Disclosing Party to any third party without the written consent of the Disclosing Party, (b) not to use any Confidential Information of the Disclosing Party for any purpose, other than to accomplish the transactions contemplated under this Agreement, without the prior written consent of the Disclosing Party, (c) to limit access to the Disclosing Party’s Confidential Information to the Receiving Party’s employees who are directly involved with the transactions described in this Agreement, (d) to inform each employee to whom the Disclosing Party’s Confidential Information is disclosed of the restrictions as to the use and disclosure of such confidential Information and to ensure that each such employee shall observe such restrictions, and (e) to return all of the Disclosing Party’s Confidential Information upon termination of this Agreement. The restrictions on use and disclosure described above shall not apply to information that (i) was known to either party prior to disclosure by the other party, (ii) is or becomes part of the public knowledge or literature, through no fault of the party to which it was disclosed, (iii) is subsequently received as a matter of right without restriction or disclosure from a third party lawfully having possession thereof, or (iv) in the reasonable opinion of counsel to the Disclosing Party, is required to be disclosed by applicable law or regulation, by order of court or other governmental authority, or pursuant to any listing agreement with, or the rules or regulations of any national securities exchange on which securities of such party are listed or traded; provided, however, that prior to any such disclosure, the Receiving Party shall provide the Disclosing Party with reasonable notice and an opportunity to dispute or otherwise object to the required disclosure.

SECTION 18 RESOLUTION OF DISPUTES

     Except as otherwise specifically provided herein, the parties will in good faith attempt to resolve promptly and amicably any dispute (which term includes the failure to reach any agreement or grant any approval contemplated hereunder) between the parties arising out of or relating to this Agreement pursuant to this Section 18. In the event that a party to this Agreement has reasonable grounds to believe that the other party hereto has failed to fulfill any obligation hereunder, that its expectation of receiving due performance under this Agreement may be impaired, or that any other type of dispute between the parties arising out of or relating to this Agreement exists, such party will promptly notify the other in writing of the substance of its belief. The party receiving such notice must respond in writing within thirty (30) of receipt of such notice, which response must (i) provide evidence of cure of the condition specified or provide an explanation of why it believes that its performance is in accordance with the terms and conditions of this Agreement, and (ii) specify three (3) proposed dates, all of which must be within thirty (30) days from the date of the response, for a meeting to resolve the dispute. The claiming party will then select one (1) of the three (3) dates, and a dispute resolution meeting will be held on that date, which meeting shall be attended by a representative of each party with the power to settle the dispute and at which time the representatives shall engage in good faith discussions in an effort to resolve the dispute. If such representatives fail to resolve the dispute at such meeting, they will work together to resolve the dispute for a fifteen (15) day period following the meeting. If the dispute is not resolved within such fifteen (15) day period, the representatives shall refer the matter to the two individuals with primary operational responsibility for the respective parties at the level immediately subordinate to the respective chief executive officers of the parties. If such individuals fail to resolve the dispute within thirty (30) days, despite good faith attempts to do so, the parties will be free to pursue the remedies allowed under applicable law without prejudice. Regardless of the nature of the dispute that exists between the parties, both parties must continue to perform their obligations under this Agreement during any dispute resolution efforts.

SECTION 19 INDEMNIFICATION

     (a) BOC agrees to indemnify and hold Coffeyville Resources, its directors, officers, agents, employees, subsidiaries and affiliates (collectively, “Coffeyville Entities”) harmless from and against any and all claims, demands, judgments, liabilities or expenses for injury, sickness, disease or death to employees or other persons, or damage to property (subject to the limitations of Section 19(f) hereof) arising out of or in any way connected with BOC’s design, engineering, construction, installation, operation or maintenance of the BOC Facility or failure to comply with applicable laws or Permits related thereto or breach of any of the provisions of this Agreement. BOC agrees to defend, on behalf of the Coffeyville Entities, any suits, actions or proceedings arising out of or in any manner connected with any of the aforesaid causes and to reimburse the Coffeyville Entities for reasonable attorneys’ fees, settlements, losses, damages, satisfactions, costs or other expenses incurred by the Coffeyville Entities arising out of or in any manner connected with such suits, actions or proceedings. BOC’s obligation to indemnify, defend, reimburse and hold the Coffeyville Entities harmless shall extend to and include, but not be limited to, claims, demands, judgments, liabilities and expenses resulting from the personal injury, sickness, disease or death of any persons, regardless of whether BOC has paid the person

under the provisions of any workers’ compensation statute or law, or other similar federal or state legislation for the protection of employees. BOC’s indemnification obligations hereunder shall exclude any liabilities (i) arising from any breach for which exclusive remedies are otherwise provided hereunder or (ii) to the extent caused by the negligence of Coffeyville Resources, its employees, agents or subcontractors.

     (b) BOC shall, at its sole expense, defend any claims, suits, actions or proceedings brought against the Coffeyville Entities based on a claim that the design, engineering, construction, installation, operation or maintenance of the Facilities or the use of any equipment, process or technology, or any part thereof, furnished or manufactured by BOC or any of BOC’s agents or subcontractors under this Agreement constitutes any infringement of U.S. patents or copyrights or constitutes an improper use of any other proprietary rights (except where such infringement or improper use is caused by the use of the Facilities in combination with any other equipment or process not supplied by, on behalf, or at the request of BOC or any of BOC’s agents or subcontractors or previously agreed in writing by BOC) (an “Alleged Infringement”), and BOC shall pay all damages and costs awarded by a court of competent jurisdiction unappealed or unappealable against Coffeyville Resources, provided that BOC is notified promptly in writing of any such claim (except that the failure to promptly provide such notice shall not release BOC from such obligations except to the extent BOC is materially prejudiced thereby), shall be given adequate authority, information and assistance for the defense of same and shall have the full control of the defense of any such suit, action or proceeding. BOC’s obligation to pay damages and costs under the foregoing sentence shall only apply to the extent the Alleged Infringement is caused by BOC. Coffeyville Resources shall have the right to participate at its own expense. BOC agrees to reimburse the Coffeyville Entities for any claims, settlements, losses, damages, satisfactions, costs or other expenses incurred by the Coffeyville Entities arising out of or in any manner connected with such claims, suits, actions or proceedings, to the extent the Alleged Infringement is caused by BOC. At BOC’s option, and at its expense, BOC may: (a) procure the right to continue using the Facilities as contemplated under this Agreement; or (b) replace the Facilities with non-infringing equipment (or modify the Facilities), provided that such replaced or modified Facilities shall not differ functionally from the original Facilities in any material way.

     (c) Coffeyville Resources agrees to indemnify and hold BOC, its directors, officers, agents, employees, subsidiaries and affiliates (collectively, “BOC Entities”) harmless from and against any and all claims, demands, judgments, liabilities and expenses for injury, sickness, disease or death to employees or other persons, or damage to property owned by parties other than BOC Entities, arising out of or in any way connected with Coffeyville Resources’ design, engineering, construction, installation, operation or maintenance of the Coffeyville Facilities or failure to comply with applicable laws or Permits related thereto or breach of any of the provisions of this Agreement. Coffeyville Resources agrees to defend, on behalf of the BOC Entities, any suits, actions or proceedings arising out of or in any manner connected with any of the aforesaid causes and to reimburse the BOC Entities for reasonable attorneys’ fees, settlements, losses, damages, satisfactions, costs or other expenses incurred by the BOC Entities arising out of or in any manner connected with such suits, actions or proceedings. Coffeyville Resources’ obligation to indemnify, defend, reimburse and hold the BOC Entities harmless shall extend to and include, but not be limited to, claims, demands, judgments, liabilities and expenses

resulting from the personal injury, sickness, disease or death of any persons, regardless of whether Coffeyville Resources has paid the person under the provisions of any workers’ compensation statute or law, or other similar federal or state legislation for the protection of employees. Purchaser’s indemnification obligations hereunder shall exclude any liabilities (i) arising from any breach for which exclusive remedies are otherwise provided hereunder or (ii) to the extent caused by the negligence of BOC, its employees, agents or subcontractors.

     (d) Each Party agrees to defend, indemnify, and hold harmless the other Party from any loss, expense, claim, liability, demand or judgment arising out of or resulting from bodily injury to its employees while on property controlled by, and with the permission of, the other Party, except to the extent caused by the negligence of the other Party, its employees, agents or subcontractors.

     (e) A party entitled to indemnification under any provision of this Agreement is referred to herein as an “Indemnified Party,” and a party required to provide such indemnification is referred to herein as an “Indemnifying Party.” Promptly after receipt by an Indemnified Party of notice of the commencement of any action or the making of any claim, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party, notify the Indemnifying Party in writing thereof. In case any such action or claim is brought against any Indemnified Party, and it notifies the Indemnifying Party of the commencement or making thereof, the Indemnifying Party will be entitled to participate therein and, to the extent that the Indemnifying Party may elect by written notice to the Indemnified Party promptly after receiving the aforesaid notice from such Indemnified Party, to assume the defense thereof. Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense of such action or claim, the Indemnifying Party will not be liable to such Indemnified Party under such indemnification for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof.

     (f) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR DAMAGES DUE TO LOSS OF USE OF A FACILITY OR INDIRECT OR CONSEQUENTIAL DAMAGES CAUSED BY OR ARISING OUT OF, IN WHOLE OR IN PART, ANY NEGLIGENT ACT OR OMISSION.

SECTION 20 INSURANCE

     BOC, at its sole cost and expense, shall secure and maintain during the term of this Agreement, the following minimum insurance coverage with respect to the BOC Plant and its operations:

(1)

Workers’ compensation insurance which fully complies with applicable workers’ compensation and occupational disease laws and which shall cover all of BOC’s employees performing services in connection with matters contemplated by this Agreement. BOC shall obtain and provide to Coffeyville Resources a valid waiver of any right of subrogation against Coffeyville Resources or its employees

			for any injury or death to a person covered by or compensated under BOC’s workers’ compensation insurance, which waiver shall be executed by each of BOC’s workers’ compensation insurance carriers.
	(2)		Employer’s liability insurance with limits of not less than $1,000,000 per occurrence.
	(3)		Comprehensive commercial general liability insurance including products and completed operations, broad form property damage and broad form contractual liability, with a limit for bodily injury or death of not less than $10,000,000 per occurrence and a limit for property damage of not less than $10,000,000 per occurrence, or a combined single limit for bodily injury, death and property damage of not less $10,000,000 per occurrence. The annual aggregate limit shall not be less than $20,000,000. Coffeyville Resources shall be listed as an additional insured on such policies.
	(4)		Automobile liability insurance with a combined single limit for bodily injury, death and property damage of not less than $2,000,000 per occurrence.
	(5)		Property insurance for loss or damage to any property of BOC located within the Facilities, with limits of not less than $20,000,000.
	(6)		Such other insurance as required by law.

BOC shall obtain and provide to Coffeyville Resources a valid waiver of any right of subrogation against Coffeyville Resources for damage to any property of BOC covered by BOC’s property insurance, which waiver shall be executed by each of BOC’s property insurance carriers. Similarly, Coffeyville Resources shall obtain and provide to BOC a valid waiver of any right of subrogation against BOC for damage to the property of Coffeyville Resources covered by Coffeyville Resources’ property insurance, which waiver shall be executed by each of Coffeyville Resources’ property insurance carriers. The insurance requirements listed above are the minimum requirements that are acceptable to Coffeyville Resources as of the date hereof and shall not be considered indicative of the ultimate amounts and types of insurance needed by BOC. Neither failure to comply nor full compliance with the insurance provisions of this Agreement shall limit or relieve BOC from its obligations under this Agreement. Upon request of Coffeyville Resources, BOC shall promptly furnish Coffeyville Resources certificates of insurance on forms reasonably approved by Coffeyville Resources listing all policies required of BOC above. Such certificates must provide for not less than 30 days’ prior written notice to Coffeyville Resources in the event of cancellation, nonrenewal or material change of any of such policies.

SECTION 21 TAKING & CASUALTY

     (a) In the event that the Facilities, or any material part thereof, shall be taken by any public authority or for any public use, or by the action of any public authority, then this Agreement may be terminated at the election of either BOC or Coffeyville Resources. Such

election shall be made by the giving of notice by one party to the other within thirty (30) days after the right of election accrues. For purposes of this subsection (a), what constitutes a “material part” of the Facilities shall be reasonably determined by BOC.

     In the event of such a taking, Coffeyville Resources shall be entitled to the entire award, except that BOC shall be entitled to receive any portion of the award made specifically for damages sustained to BOC’s equipment, trade fixtures, moving expenses, the unamortized cost of its leasehold improvements, or loss of any portion of its business.

     If neither BOC nor Coffeyville Resources exercises any right of election provided in this subsection (a), this Agreement shall continue in full force and effect and BOC shall proceed to diligently and expeditiously repair or rebuild the Facilities to as nearly as possible the same condition as prior to the taking; provided, however, that the Minimum Product Charge (together with any then applicable price adjustment) which Coffeyville Resources would otherwise have been obligated to pay to BOC pursuant to this Agreement shall be abated from the date of the taking until such time as the Facilities are so repaired or rebuilt. To the extent that the awards or payments are insufficient to repair or rebuild the Facilities, BOC shall bear all excess costs of repairing and rebuilding the Facilities.

     (b) In the event that the Facilities, or any material part thereof, shall be destroyed or damaged by fire or casualty, and such destruction or damage is so severe that, based on any reasonable estimates (which BOC shall deliver to Coffeyville Resources within thirty (30) days of such destruction or damage), the Facilities cannot be placed in proper condition for use within sixteen (16) months of the date of the fire or casualty, then this Agreement may be terminated at the election of BOC or Coffeyville Resources. Such election shall be made by the giving of notice by one party to the other within sixty (60) days after the right of election accrues. For purposes of this subsection (b), what constitutes a “material part” of the Facilities shall be reasonably determined by BOC.

     In the event of termination pursuant to this subsection (b), BOC shall be entitled to the entire sum of insurance proceeds attributable to the buildings, fixtures and other property which is not owned by Coffeyville Resources, which proceeds are received by either BOC or Coffeyville Resources in connection with the fire or other casualty. BOC shall be entitled to receive the proceeds of any insurance purchased by BOC to cover its personal property, equipment and business operations.

     If neither BOC nor Coffeyville Resources exercises any right of election provided in this subsection (b), this Agreement shall continue in full force and effect and BOC shall proceed to diligently and expeditiously repair or rebuild the Facilities to as nearly as possible the same condition as prior to the taking, damage or destruction, provided, however, that the Minimum Product Charge (together with any then applicable price adjustment) which Coffeyville Resources would otherwise have been obligated to pay to BOC pursuant to this Agreement shall be abated from the date of the fire or casualty until such time as the Facilities are so repaired or rebuilt. To the extent that the proceeds of insurance are insufficient to repair or rebuild the Facilities, BOC shall bear all excess costs of repairing and rebuilding the Facilities.

SECTION 22 LIAISONS

     BOC and Coffeyville Resources shall each appoint and notify the other of a representative who shall be responsible for coordination and liaison between the parties. Either party may change its representative upon written notice to the other party.

SECTION 23 GENERAL PROVISIONS

     (a) The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or of any provision hereof.

     (b) All of the Exhibits attached hereto are incorporated herein and made a part of this Agreement by reference thereto.

     (c) This Agreement, and the Settlement Agreement and Mutual Release which the parties have entered into contemporaneously herewith, set forth the entire agreement between BOC and Coffeyville Resources with respect to the production, purchase and sale of Product for use at the Coffeyville Facilities. This Agreement supersedes and cancels all prior and contemporaneous agreements and understandings between the parties, whether oral or written, relating to the subject matter hereof, including, without limitation, (a) that certain letter agreement between BOC and Farmland Industries, Inc., dated May 14, 1997; (b) the December 3, 1997 On-Site Product Supply Agreement between The BOC Group, Inc. and Farmland Industries, Inc.; (c) Amendment No. 1 to the On-Site Product Supply Agreement between The BOC Group, Inc. and Farmland Industries, Inc., dated December 31, 1999 and (d) that certain letter agreement between BOC and Coffeyville Resources dated August 31, 2005.

     (d) No amendment, modification, change, waiver or discharge of, or addition to, any provision of this Agreement shall be effective unless the same is in writing and is signed or otherwise assented to in writing by an authorized individual on behalf of each party, and unless such writing specifically states that the same constitutes such an amendment, modification, change, waiver or discharge of, or addition to, one or more provisions of this Agreement.

     (e) The parties may, from time to time, use purchase orders, acknowledgments or other instruments to order, acknowledge or specify delivery times, suspensions, quantities or other similar specific matters concerning the Product or relating to performance hereunder, but the same are intended for convenience and record purposes only and any provisions which may be contained therein are not intended to (nor shall they serve to) add to or otherwise amend or modify any provision of this Agreement, even if signed or accepted on behalf of either party with or without qualification.

     (f) If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby and it is the intention of the parties that any such provision be reformed so as to make it enforceable to the maximum extent permissible under applicable law.

     (g) This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     (h) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF KANSAS WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SAID STATE. Any legal action or proceeding with respect to this Agreement or any document related hereto shall be brought exclusively in the courts of the State of Kansas or of the United States of America for the District of Kansas, and, by execution and delivery of this Agreement, the parties hereto hereby accept, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.

     (i) The parties will comply with all applicable law and regulations in the performance of this Amended and Restated On-Site Product Supply Agreement.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.

THE BOC GROUP, INC.
By: Name:		/s/ Trevor Burt   Trevor Burt
Title:		PRESIDENT
Date:		13 JUNE 06

COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC
By:		/s/ Stanley A. Riemann
Name:
Title:		C.O.O.
Date:		6/9/06

EXHIBIT A

CERTAIN SPECIFICATIONS, CAPABILITIES AND CAPACITIES

The product specifications set forth below specify normal operating specifications and, accordingly, the parties agree that delivery of Product not meeting the indicated specifications shall not be deemed a breach by BOC and BOC shall not be required to shut down the BOC Plant unless Coffeyville Resources expressly instructs BOC to do so in writing.* From time to time Coffeyville Resources may instruct BOC to decrease the normal operating specifications for Product by written notice, accepted by BOC.

I.

Product Specifications

	A.		Purity:
			Oxygen Product: 99.60 mol.% (normal operating)
			Nitrogen Product, with inerts:

99.99 mol.%

not more than 5 ppm of oxygen (normal operating, 10 ppm trip point)

CDA Product: Dew point -40°F (normal operating)

High Pressure Air Product: Dew Point -40°F (normal operating)

	B.		Pressure at BOC Plant Battery Limits:
			To the Gasification Project:

gaseous Oxygen Product:  850 psig ± 10 psi

gaseous Nitrogen Product: 500 psig ± 10 psi

CDA Product: 135 psig ± 10 psi

High Pressure Air Product: 900 psig ± 10 psi

To the adjacent refinery facility owned by Coffeyville Resources Refining & Marketing LLC or its successors or assigns (the “Refinery”):

gaseous Nitrogen Product: 200 psig ± 10 psi

gaseous Oxygen Product:   70 psig ± 10 psi

Notwithstanding that the above referenced Products may ultimately be used by the Refinery, it is strictly understood that BOC’s delivery hereunder is fulfilled by delivery to Coffeyville Resources at the point where each of the Coffeyville Pipelines are connected to the corresponding BOC Pipelines.

II. Production and Delivery Capabilities:

	A.		High-Pressure (850 +/-10 psig) gaseous Oxygen Product:
			(***) scf per hour (maximum instantaneous flow rate at 14.3 psia and 105°F dry bulb and 78°F wet bulb and cooling water at 85°F).

	B.		Low Pressure (70 +/- 5 psig) gaseous Oxygen Product to Refinery:
			(***) scf per hour (maximum instantaneous flow rate at 14.3 psia and 105°F dry bulb and 78°F wet bulb and cooling water at 85°F

	C.		High-Pressure Air Product (900 +/-10 psig) for use in Urea Process #1 Decomposer Exchanger:
			(***) scf per hour (maximum instantaneous flow rate at 14.3 psia and 105°F dry bulb and 78°F wet bulb and cooling water at 85°F).
	D.		gaseous Nitrogen Product (both 500 +/- 10 psig and 200 +/-10 psig, but excluding 1300 and 120 psig referred to in Section III A immediately below):
			(***) total scf per hour (maximum instantaneous flow rate at 14.3 psia and 105°F dry bulb and 78°F wet bulb and cooling water at 85°F).
	E.		CDA Product:
			(***) scf per hour (maximum instantaneous flow rate at 14.3 psia and 105°F dry bulb and 78°F wet bulb and cooling water at 85°F)

III.

Liquid Product Capacity

A.

liquid Nitrogen Product

		Storage:		11,000 gallons (allocated)
		Vaporization:		(***) scf per hour at 120 psig
				(***) scf per hour at 1300 psig for up to 8 hours of continuous service

B.

liquid Oxygen Product

		Storage:		11,000 gallons (allocated)

		Vaporization:		(***) scf per hour at 850 psig for up to 8 hours of continuous service

EXHIBIT B

PRICE ADJUSTMENTS

I.

PROCEDURES

	A.		Price adjustments shall be determined annually by BOC preparing a statement setting forth the change in the relevant index referred to below which may have occurred during the preceding calendar year and the price adjustment resulting therefrom, together with supporting computations prepared in the manner set forth in Paragraph II of this Exhibit B. Each such price adjustment shall be effective for the entire calendar year during which such statement is so prepared, upon notice to Coffeyville Resources by BOC.
	B.		If the index referred to below is modified in any significant way or is no longer published, a new, substantially equivalent index shall be selected by mutual agreement of the parties.

II.		COMPUTATIONS
		The following computations determine whether the monthly Minimum Product Charge and the unit prices for gaseous Product sold hereunder shall be increased or decreased:
		The monthly Minimum Product Charge and the unit prices for gaseous Product will increase or decrease based upon the change in the annual average hourly earnings for the Series ID - ceu3232500006 (as reported by the U.S. Department of Labor, Bureau of Labor Statistics and hereafter referred to as “CAPI”) above a base level, which shall be the 2005 Annual Average CAPI. The applicable monthly Minimum Product Charge for a given year will be calculated in accordance with the formula below:

CMPC

=

BMPC

X

(

1

+

CAPI2

-

CAPI1

)

CAPI1