CREDIT AGREEMENT

Exhibit 10.1

CREDIT AGREEMENT

Dated as of May 10, 2004

among

COFFEYVILLE RESOURCES, LLC,
COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC,
COFFEYVILLE RESOURCES REFINING & MARKETING, LLC,
COFFEYVILLE RESOURCES CRUDE TRANSPORTATION, LLC and
COFFEYVILLE RESOURCES TERMINAL, LLC,
as Borrowers,

THE OTHER CREDIT PARTIES SIGNATORY HERETO,
as Credit Parties,

THE LENDERS SIGNATORY HERETO
FROM TIME TO TIME,
as Lenders,

CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands Branch,

as Sole Bookrunner, Sole Lead Arranger, Syndication Agent, Documentation Agent and
Term Agent,

and

CONGRESS FINANCIAL CORPORATION (SOUTHWEST),
as Administrative Agent and Lender

TABLE OF CONTENTS

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ii

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INDEX OF APPENDICES

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        This CREDIT AGREEMENT (this " Agreement "), dated as of May 10, 2004 among Coffeyville Resources, LLC, a Delaware limited liability company (" Resources "), Coffeyville Resources Nitrogen Fertilizers, LLC, a Delaware limited liability company (" Fertilizers "), Coffeyville Resources Refining & Marketing, LLC, a Delaware limited liability company (" Refining "), Coffeyville Resources Crude Transportation, LLC, a Delaware limited liability company (" Transportation ") and Coffeyville Resources Terminal, LLC, a Delaware limited liability company (" Terminal ") (Resources, Fertilizers, Refining, Transportation and Terminal are sometimes collectively referred to herein as the " Borrowers " and individually as a " Borrower "); the other Credit Parties signatory hereto; CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Sole Bookrunner, Sole Lead Arranger, Syndication Agent and Documentation Agent (in each such respective capacity, the " Arranger "; " Documentation Agent " and " Syndication Agent ") and Term Agent, CONGRESS FINANCIAL CORPORATION (SOUTHWEST), as Administrative Agent and the Lenders signatory hereto from time to time.

RECITALS

        WHEREAS, Borrowers have requested that Revolving Lenders extend a revolving credit facility to Borrowers of up to Seventy-Five Million Dollars ($75,000,000) in the aggregate and Term Lenders extend a term loan facility to Borrowers in the amount of One Hundred Fifty Million Dollars ($150,000,000) in the aggregate, the proceeds of such credit facilities to be used (i) to refinance Borrowers' Existing Senior Indebtedness and certain Existing Subordinated Indebtedness, (ii) to pay related transaction costs, fees, premiums and expenses, (iii) to make a payment in respect of certain partnership interests, (iv) for working capital financing for Borrowers and their Subsidiaries, (v) for other general corporate purposes of Borrowers and their Subsidiaries and (vi) for other purposes permitted hereunder; and for these purposes, Revolving Lenders and Term Lenders are willing to make certain loans and other extensions of credit to Borrowers of up to such amount upon the terms and conditions set forth herein; and

        WHEREAS, Borrowers have agreed to secure all of their obligations under the Loan Documents by granting to the Agents, for the benefit of the Agents and Secured Parties, security interests in and liens upon all of its existing and after-acquired personal and real property, subject to the terms of the Security Documents and with the priorities set out in Annex C hereto; and

        WHEREAS, Holdings and its direct and indirect Subsidiaries (other than the Borrowers) are willing to guarantee all of the obligations of Borrowers to the Agents and Secured Parties under the Loan Documents and are willing to grant liens to the Agents, for the benefit of Agents and Secured Parties, in all their respective assets (including, without limitation, the Stock of their respective Subsidiaries) to secure such guarantees and with the priorities set out in Annex C hereto; and

        WHEREAS, capitalized terms used in this Agreement shall have the meanings ascribed to them in Section 1 and, for purposes of this Agreement and the other Loan Documents, the rules of construction set forth in Section 1 shall govern. All Annexes, Schedules, Exhibits and other attachments (collectively, " Appendices ") hereto, or expressly identified to this Agreement, are incorporated herein by reference, and taken together with this Agreement, shall constitute but a single agreement. These Recitals shall be construed as part of the Agreement.

        NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the parties hereto agree as follows:

1.     DEFINITIONS

        Capitalized terms used in the Loan Documents shall have (unless otherwise provided elsewhere in the Loan Documents) the following respective meanings, and all references to Sections, Exhibits,

Schedules or Annexes in the following definitions shall refer to Sections, Exhibits, Schedules or Annexes of or to the Agreement:

        " Account Debtor " means any Person who may become obligated to any Credit Party under, with respect to, or on account of, an Account, Chattel Paper or General Intangibles (including a payment intangible).

        " Accounting Changes " has the meaning ascribed thereto in Section 7.10 .

        " Accounts " means all "accounts," as such term is defined in the Code, now owned or hereafter acquired by any Credit Party, including (a) all accounts receivable, other receivables, book debts and other forms of obligations (other than forms of obligations evidenced by Chattel Paper, or Instruments), (including any such obligations that may be characterized as an account or contract right under the Code), (b) all of each Credit Party's rights in, to and under all purchase orders or receipts for goods or services, (c) all of each Credit Party's rights to any goods represented by any of the foregoing (including unpaid sellers' rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), (d) all rights to payment due to any Credit Party for Revolver Primary Collateral sold, leased, licensed, assigned or otherwise disposed of, for a policy of insurance issued or to be issued, for a secondary obligation incurred or to be incurred, for energy provided or to be provided, for the use or hire of a vessel under a charter or other contract, arising out of the use of a credit card or charge card, or for services rendered or to be rendered by such Credit Party or in connection with any other transaction (whether or not yet earned by performance on the part of such Credit Party), and (e) all collateral security of any kind, given by any Account Debtor or any other Person with respect to any of the foregoing.

        " Acquired Corporation " means in the case of a Stock Sale the one of either (i) Coffeyville Nitrogen Fertilizers, Inc. or (ii) Coffeyville Refining & Marketing, Inc. the stock of which is sold in such Stock Sale.

        " Acquisition Agreement " means the Amended and Restated Asset Sale and Purchase Agreement dated as of November 4, 2003 between Seller and Resources, together with all exhibits, schedules, documents, agreements and instruments executed in connection therewith, as the same may be further amended or modified in accordance with the terms and provisions hereof.

        " Active Pipeline Documents " has the meaning ascribed thereto in Section 4.29(d) .

        " Administrative Agent " means Congress Financial Corporation (Southwest) and its successors and assigns.

        " Administrative Agent Expenses " has the meaning ascribed to it in Section 10.6 .

        " Administrative Agent Indemnified Items " has the meaning ascribed to it in Section 10.6 .

        " Advance " means any Revolving Credit Advance.

        " Affected Lender " has the meaning ascribed to it in Section 2.14(d).

        " Affiliate " means, with respect to any Person, (a) each Person that, directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, 5% or more of the Stock having ordinary voting power in the election of directors of such Person, (b) each Person that controls, is controlled by or is under common control with such Person, (c) each of such Person's officers, directors, joint venturers and partners and (d) in the case of Borrowers, the immediate family members, spouses and lineal descendants of individuals who are Affiliates of any Borrower. For the purposes of this definition, " control " of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise; provided , however , that the term " Affiliate " shall specifically exclude the Agents and each Lender.

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        " Agents " means the Administrative Agent and the Term Agent.

        " Aggregate Borrowing Base " means as of any date of determination, an amount equal to (i) the sum of the Fertilizers Borrowing Base, the Refining Borrowing Base, the Resources Borrowing Base, the Transportation Borrowing Base and the Terminal Borrowing Base; less (ii) any Reserves except to the extent already deducted therefrom.

        " Agreement " means this Credit Agreement by and among Borrowers, the other Credit Parties party thereto, Credit Suisse First Boston, acting through its Cayman Islands Branch, as Sole Bookrunner, Sole Lead Arranger Syndication Agent, Documentation Agent and Term Agent, Congress Financial Corporation (Southwest), as Administrative Agent and the Lenders from time to time party thereto, as the same may be amended, supplemented, restated or otherwise modified from time to time.

        " Allocable Debt " means with respect to either of Coffeyville Nitrogen Fertilizers, Inc. or Coffeyville Refining & Marketing, Inc. in the case of any Major Asset Disposal the product of (i) the Allocated Percentage and (ii) the principal amount, together with accrued and unpaid interest and Fees, of the Term Loan outstanding as of the Closing Date of such Major Asset Disposal, with appropriate adjustments to take into account any partial prepayments.

        " Allocated Percentage " means (a) 50% for Coffeyville Nitrogen Fertilizers, Inc. and (b) 50% for Coffeyville Refining & Marketing, Inc.

        " Appendices " has the meaning ascribed to it in the recitals to the Agreement.

        " Applicable Percentage " has the meaning ascribed to it in Section 2.7(c) .

        " Arranger " has the meaning assigned to that term in the preamble of this Agreement.

        " Asset Purchase Adjustment Payment " has the meaning ascribed to it in Section 2.3(b)(ii) .

        " Asset Sale " means a Major Asset Disposal that is a sale of (i) Fertilizers or its assets or (ii) Refining or its assets.

        " Asset Sale Tentative Repayment Amount " shall be an amount equal to the cash proceeds of such sale minus (1) the Corporate Tax, (2) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (3) transfer taxes (to the extent paid or payable), (4) an amount equal to the amount of the Replacement EPA Cash Collateral required to be posted by any Credit Party as a result of such Major Asset Disposal, (5) amounts payable to holders of senior Liens on such asset (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (6) an amount equal to the amount of outstanding Revolving Loans required to be prepaid in connection with such Material Asset Disposal in connection with Section 7.8(D).

        " Assignment Agreement " has the meaning ascribed to it in Section 10.1(a) .

        " Bankruptcy Code " means the provisions of Title 11 of the United States Code, 11 U.S.C. §§101 et seq .

        " Blocked Accounts " has the meaning ascribed to it in Section 2.6 .

        " BOC Agreement " means that certain On-Site Product Supply Agreement dated December 3, 1997 between the BOC Group, Inc. and Fertilizers (as successor to Farmland Industries, Inc.).

        " Borrower Representative " means Refining in its capacity as Borrower Representative pursuant to the provisions of Section 2.1(c) .

        " Borrowers " and " Borrower " have the respective meanings ascribed thereto in the preamble to the Agreement.

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        " Borrowing Availability " means as of any date of determination (a) as to all Borrowers, the lesser of (i) the Maximum Amount and (ii) the Aggregate Borrowing Base, in each case, less the sum of the aggregate Revolving Loan then outstanding, or (b) as to an individual Borrower, the lesser of (i) the Maximum Amount less the sum of the Revolving Loan outstanding to all other Borrowers and (ii) the Borrower's separate Borrowing Base, less the sum of the Revolving Loan outstanding to that Borrower.

        " Borrowing Base " means as the context may require the Fertilizers Borrowing Base, the Refining Borrowing Base, the Resources Borrowing Base Transportation Borrowing Base and the Terminal Borrowing Base or any such Borrowing Base.

        " Borrowing Base Certificate " means a certificate to be executed and delivered from time to time by each Borrower in the form attached to the Agreement as Exhibit 5.2(a) .

        " Boundary Survey " means collectively, (i) Boundary Survey of Main Refinery Farmland Industries, Inc. Coffeyville, Kansas, prepared by Buckland Surveying Company, Inc., dated September 8, 2003, revised January 26, 2004, recertified February 5, 2004. (Sheet 1 of 4); (ii) Boundary Survey of Buffer Zone West of Refinery Farmland Industries, Inc. Coffeyville, Kansas, prepared by Buckland Surveying Company, Inc., dated September 12, 2003, revised January 24, 2004, recertified February 5, 2004. (Sheet 2 of 4); (iii) Boundary Survey of Buffer Zone East of Refinery Farmland Industries, Inc. Coffeyville, Kansas, prepared by Buckland Surveying Company, Inc., dated September 12, 2003, revised January 26, 2004, recertified February 5, 2004. (Sheet 3 of 4); (iv) Boundary Survey of Buffer Zone South of Refinery Farmland Industries, Inc., Coffeyville, Kansas, prepared by Buckland Surveying Company, Inc., dated September 12, 2003, revised January 26, 2004, recertified February 5, 2004. (Sheet 4 of 4); (v) Nitrogen Plant Tracts April 15, 2003, Farmland Industries, Inc. Coffeyville, Kansas, prepared by Buckland Surveying Company, Inc., dated April 15, 2003, recertified February 5, 2004. (Sheet 1 of 1).

        " Business Day " means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized or required to close under the laws of the State of New York, the State of Illinois or the State of North Carolina, and a day on which the Agents are open for the transaction of business, and in reference to LIBOR Loans shall mean any such day that is also a LIBOR Business Day.

        " Capital Expenditures " means, with respect to any Person, all expenditures (by the expenditure of cash or the incurrence of Indebtedness) by such Person during any measuring period for any fixed assets or improvements or for replacements, substitutions or additions thereto that have a useful life of more than one year and that are required to be capitalized under GAAP.

        " Capital Lease " means, with respect to any Person, any lease of any property (whether real, personal or mixed) by such Person as lessee that, in accordance with GAAP, would be required to be classified and accounted for as a capital lease on a balance sheet of such Person.

        " Capital Lease Obligation " means, with respect to any Capital Lease of any Person, the amount of the obligation of the lessee thereunder that, in accordance with GAAP, would appear on a balance sheet of such lessee in respect of such Capital Lease.

        " Cash Collateral Account " has the meaning ascribed to it Section 2.2 .

        " Cash Equivalents " has the meaning ascribed to it in Section 2.2 .

        " Cash Management Systems " has the meaning ascribed to it in Section 2.6 .

        " Certificate of Exemption " has the meaning ascribed to it in Section 2.13(c) .

        " Change of Control " means any event, transaction or occurrence as a result of which (a) Pegasus and its Affiliates, collectively, cease to own and control all of the economic and voting rights associated with ownership of at least fifty-one percent (51%) of the Preferred Units (as defined in the Group

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Operating Agreement) of Holdings on a fully diluted basis or (b) Pegasus or one of its Affiliates is not the sole Managing Member (as defined in the Group Operating Agreement) of Holdings, or (c) Holdings ceases to own and control, directly or indirectly, all of the economic and voting rights associated with all of the outstanding capital Stock of each other Credit Party (other than (i) Coffeyville Nitrogen Fertilizers, Inc. and/or Fertilizers or (ii) if (i) has not occurred, Coffeyville Refining & Marketing, Inc. and/or Refining in connection with a disposal thereof otherwise permitted hereby, the proceeds of which are applied as required hereby) on a fully diluted basis.

        " Charges " means all federal, state, county, city, municipal, local, foreign or other governmental taxes (including taxes owed to the PBGC at the time due and payable), levies, assessments, charges, liens, claims or encumbrances upon or relating to (a) the Collateral, (b) the Obligations, (c) the employees, payroll, income or gross receipts of any Credit Party, (d) any Credit Party's ownership or use of any properties or other assets, or (e) any other aspect of any Credit Party's business.

        " Chattel Paper " means any "chattel paper," as such term is defined in the Code, including electronic chattel paper, now owned or hereafter acquired by any Credit Party.

        " Closing Date " means May 10, 2004.

        " Closing Checklist " means the schedule, including all appendices, exhibits or schedules thereto, listing certain documents and information to be delivered in connection with the Agreement, the other Loan Documents and the transactions contemplated thereunder, substantially in the form attached hereto as Annex A .

        " Code " means the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the State of New York; provided , that to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further , that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Agents' or any Lender's Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term " Code " shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.

        " Coffeyville Nitrogen Plant " means the nitrogen and fertilizer plant located in Coffeyville, Kansas and part of the Mortgaged Properties, as set forth in the Demarcation.

        " Coffeyville Refinery " means the crude petroleum refinery located in Coffeyville, Kansas and part of the Mortgaged Properties, as set forth in the Demarcation.

        " Coffeyville Refinery Site " has the meaning ascribed to it in Section 6.12 .

        " Collateral " means the property covered by the Security Agreement, the Mortgages and the other Collateral Documents and any other property, real or personal, tangible or intangible, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of Administrative Agent, on behalf of itself and Revolver Secured Parties or a security interest or Lien in favor of Term Agent, on behalf of itself and Term Secured Parties, to secure the Obligations; for the avoidance of doubt, "Collateral" shall include all property that constitutes Revolver Primary Collateral, Term Primary Collateral or Shared Collateral.

        " Collateral Documents " means the Security Agreement, the Pledge Agreement, the Guaranties, the Mortgages, the Patent Security Agreement, the Trademark Security Agreement, the Copyright Security Agreement, any account control agreement in favor of the Agents and all similar agreements entered into guaranteeing payment of, or granting a Lien upon property as security for payment of, the Obligations.

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        " Collateral Reports " means the reports with respect to the Collateral referred to in Section 5.2 .

        " Collection Account " means that certain account of Administrative Agent, account number 50000000302985 in the name of Administrative Agent at Wachovia Bank, N.A., ABA No. 53000219, or such other account as may be specified in writing by Administrative Agent as the "Collection Account."

        " Commitments " means (a) as to any Lender, the aggregate of such Lender's Revolving Loan Commitment and Term Loan Commitment as set forth on Annex B to the Agreement or in the most recent Assignment Agreement executed by such Lender and (b) as to all Lenders, the aggregate of all Lenders' Revolving Loan Commitments and Term Loan Commitments, which aggregate commitment shall be Two Hundred Twenty-Five Million Dollars ($225,000,000) on the Closing Date, as to each of clauses (a) and (b) , as such Commitments may be reduced, amortized or adjusted from time to time in accordance with the Agreement.

        " Compliance Certificate " has the meaning ascribed to it in Section 5.1 .

        " Concentration Account Bank " or " Concentration Account Banks " has the meaning ascribed to it in Section 2.6 .

        " Concentration Accounts " has the meaning ascribed to it in Section 2.6 .

        " Consent Decree " shall mean the Consent Decree entered into by the United States of America, the Kansas Department of Health and Environment ex rel State of Kansas, Coffeyville Resources Refining & Marketing, LLC, and Coffeyville Resources Terminal, LLC that was lodged with the United States District Court for the District of Kansas on March 4, 2004 and was subject to public comment until March 18, 2004. The Consent Decree concerns (a) the manner and timeframe for compliance with provisions of the Clean Air Act alleged to have been violated by Seller prior to Borrowers' acquisition of the Transferred Assets, and (b) the manner and timeframe for implementation of certain Resource Conservation and Recovery Act requirements under the RCRA Administrative Orders issued pursuant to RCRA Section 3008(h), and the remedial obligations resulting from such RCRA Administrative Orders, which have been transferred to Borrower.

        " Contracts " means all "contracts," as such term is defined in the Code, now owned or hereafter acquired by any Credit Party, in any event, including all contracts, undertakings, or agreements (other than rights evidenced by Chattel Paper, Documents or Instruments) in or under which any Credit Party may now or hereafter have any right, title or interest, including any agreement relating to the terms of payment or the terms of performance of any Account.

        " Copyright License " means any and all rights now owned or hereafter acquired by any Credit Party under any written agreement granting any right to use any Copyright or Copyright registration.

        " Copyright Security Agreements " means the Copyright Security Agreements made in favor of Administrative Agent, on behalf of itself and Revolver Secured Parties and in favor of Term Agent, on behalf of itself and Term Secured Parties, by each applicable Credit Party.

        " Copyrights " means all of the following now owned or hereafter adopted or acquired by any Credit Party: (a) all copyrights and General Intangibles of like nature (whether registered or unregistered), all registrations and recordings thereof, and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office or in any similar office or agency of the United States, any state or territory thereof, or any other country or any political subdivision thereof, and (b) all reissues, extensions or renewals thereof.

        " Corporate Tax " means, with regard to a Major Asset Disposal that is an Asset Sale, the Selling Corporation's liability for federal, state and local income taxes arising from such Asset Sale, as computed by the Selling Corporation.

        " County " has the meaning ascribed to it in Section 6.12 .

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        " Credit Parties " means Holdings, each Borrower and each of their respective Subsidiaries.

        " Credit Party Guaranties " means (i) the guaranty of even date herewith executed by each Credit Party (other than Borrowers) in favor of the Administrative Agents and Revolver Secured Parties and (ii) the guaranty of even date herewith executed by each Credit Party (other than Borrowers) in favor of the Term Agent and Term Secured Parties.

        " Cross-Easement Agreement " means the Cross-Easement Agreement dated as of March 3, 2004 and executed by Fertilizers and Refining.

        " Crude Gathering System " means the pipeline system owned by Transportation as of the Closing Date (excluding the pipeline from Broom Station in Caney, Kansas, to the Coffeyville Refinery and excluding the idle pipeline from Cushing, Oklahoma to Caney, Kansas).

        " Crude Gathering System Documents " means all material agreements, instruments, documents, consents, assignments, contracts, notices, and all other written documents in the Credit Parties' possession relating to the Credit Parties' legal ownership of and right to operate the Crude Gathering System.

        " Debt Service Support Account " means the cash collateral account of the Resources established, and the sole use of proceeds from which are used, to comply with the Debt Service Support Requirement, with all cash, checks and other similar items of payment in such account securing payment of the Term Loans and all Obligations related thereto, and in which Resources shall have granted Liens with the priority required by the Loan Documents to the Term Agent, on behalf of itself and Term Secured Parties, pursuant to the Security Agreement.

        " Debt Service Support Amount " means (x) on the Closing Date, $2,250,000, (y) immediately following the end of the first Fiscal Quarter after the Closing Date, $3,500,000 and (z) immediately following the end of the second Fiscal Quarter after the Closing Date and at all times thereafter, $4,750,000.

        " Debt Service Support Requirement " means the requirement (a) that Resources (i) provide a guarantee or letter of credit in form and substance reasonably satisfactory to the Term Agent and issued by a banking institution acceptable to the Term Agent under which the Term Agent may obtain amounts required to pay the Debt Service Support Amount or (ii) establish a Debt Service Support Account the amounts in which are available for the payment of the Debt Service Support Amount, and (b) that the undrawn amount of such guarantee or letter of credit, or the amount on deposit in such Debt Service Support Account, be on each day equal to or greater than the Debt Service Support Amount (and in the event any amount of such guarantee, letter of credit or cash account is actually applied against the obligations of Resources to pay the obligations constituting interest secured thereby, Resources shall supplement such guarantee, letter of credit or cash account, as the case may be, in an amount necessary to comply with this clause (b) not later than 30 days following the date of such application).

        " Default " means any event that, with the passage of time or notice or both, would, unless cured or waived, become an Event of Default.

        " Default Rate " has the meaning ascribed to it in Section 2.5(d) .

        " Demarcation " means a layout schematic of the Coffeyville Refinery and the Coffeyville Nitrogen Plant entitled "Refining and Fertilizer Complex Properties, Plot Plan—A, Revision 8" defining the Separation Lines between the Coffeyville Refinery and the Coffeyville Nitrogen Plant.

        " Deposit Accounts " means all "deposit accounts" as such term is defined in the Code, now or hereafter held in the name of any Credit Party.

        " Diesel Hydrotreater " has the meaning ascribed to it in Section 7.3(a) .

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        " Disbursement Accounts " has the meaning ascribed to it in Section 2.6 .

        " Documentation Agent " has the meaning assigned to that term in the preamble of this Agreement.

        " Documents " means all "documents," as such term is defined in the Code, now owned or hereafter acquired by any Credit Party, wherever located.

        " Dollars " or " $ " means lawful currency of the United States of America.

        " EBITDA " means, with respect to any Person for any fiscal period, without duplication, an amount equal to (a) net income of such Person for such period determined in accordance with GAAP (excluding non-cash gains and losses arising from Hedging Contracts and cash gains and losses arising from Hedging Contracts other than those in respect of commodities entered into in the ordinary course of business), minus (b) the sum of (i) income tax credits, (ii) interest income, (iii) gain from extraordinary items for such period, (iv) any aggregate net gain (but not any aggregate net loss) during such period arising from the sale, exchange or other disposition of capital assets by such Person (including any fixed assets, whether tangible or intangible, all inventory sold in conjunction with the disposition of fixed assets and all securities), and (v) any other non-cash gains that have been added in determining net income, in each case to the extent included in the calculation of net income of such Person for such period in accordance with GAAP, but without duplication, plus (c) the sum of (i) any provision for income taxes, (ii) Interest Expense, (iii) loss from extraordinary items for such period, (iv) depreciation and amortization for such period, (v) amortized debt discount for such period, (vi) the amount of any deduction to net income as the result of any grant to any members of the management of such Person of any Stock, in each case to the extent included in the calculation of net income of such Person for such period in accordance with GAAP, but without duplication, and (vii) Major Scheduled Turnaround Expenses for any fiscal periods after the Closing Date. For purposes of this definition, the following items shall be excluded in determining net income of a Person: (1) the income (or deficit) of any other Person accrued prior to the date it became a Subsidiary of, or was merged or consolidated into, such Person or any of such Person's Subsidiaries; (2) the income (or deficit) of any other Person (other than a Subsidiary) in which such Person has an ownership interest; (3) the undistributed earnings of any Subsidiary of such Person to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation or requirement of law applicable to such Subsidiary; (4) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of income accrued during such period; (5) any write-up of any asset; (6) any net gain from the collection of the proceeds of life insurance policies; (7) any net gain arising from the acquisition of any securities, or the extinguishment, under GAAP, of any Indebtedness, of such Person; (8) in the case of a successor to such Person by consolidation or merger or as a transferee of its assets, any earnings of such successor prior to such consolidation, merger or transfer of assets; and (9) any deferred credit representing the excess of equity in any Subsidiary of such Person at the date of acquisition of such Subsidiary over the cost to such Person of the investment in such Subsidiary. In addition, EBITDA shall be further adjusted so that all "incremental EBITDA" that can be demonstrated to the Administrative Agent's and Requisite Term Lenders' satisfaction would have been earned if not for the closure of the (i) Coffeyville Refinery for a Major Scheduled Turnaround once during the term of this Agreement shall be added to EBITDA during the Fiscal Quarter such profit would have been earned (and ¹ / 16 of such amount shall be deducted from "EBITDA" during such Fiscal Quarter and each of the then next fifteen Fiscal Quarters) and (ii) Coffeyville Nitrogen Plant not more than once during any twenty four month period for Major Scheduled Turnarounds shall be added to EBITDA during the Fiscal Quarter such profit would have been earned (and ¹ / 8 of such amount shall be deducted from "EBITDA" during such Fiscal Quarter and each of the then next seven Fiscal Quarters).

        " Eligible Accounts" means all of the Accounts owned by each Borrower and reflected in the most recent Borrowing Base Certificate delivered by each Borrower to Administrative Agent shall be

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" Eligible Accounts " for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. The Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment, exercised in good faith. In addition, the Administrative Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below and to establish new criteria and, upon the occurrence and during the continuance of an Event of Default, to adjust advance rates with respect to Eligible Accounts, in each case in its reasonable credit judgment exercised in good faith, subject to the approval of Requisite Revolving Lenders in the case of adjustments or new criteria which have the effect of making more credit available. Eligible Accounts shall not include any Account of any Borrower:

•         (a)   that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business or for which goods have been sold but not yet shipped;

          (b)   (i) upon which such Borrower's right to receive payment is not absolute or is contingent upon the fulfillment of any condition whatsoever or (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process or (iii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor's obligation to pay that invoice is subject to such Borrower's completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer;

          (c)   to the extent that any defense, counterclaim, setoff or dispute exists or asserted as to such Account;

          (d)   that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor;

          (e)   with respect to which an invoice, reasonably acceptable to Administrative Agent in form and substance, has not been sent to the applicable Account Debtor;

          (f)    that (i) is not owned by such Borrower or (ii) is subject to any Lien in favor of Administrative Agent, on behalf of itself and Revolver Secured Parties or any Lien in favor of Term Agent, on behalf of itself and Term Secured Parties;

          (g)   that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party;

          (h)   that is the obligation of an Account Debtor that is the United States government or a political subdivision thereof, or any state, county or municipality or department, agency or instrumentality thereof unless Administrative Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, or any applicable state, county or municipal law restricting assignment thereof;

          (i)    that is the obligation of an Account Debtor located in a foreign country unless payment thereof is assured by (x) a letter of credit assigned and delivered to Administrative Agent, reasonably satisfactory to Administrative Agent as to form, amount and issuer or (y) credit insurance payable to Administrative Agent issued by an insurer and on terms and in an amount satisfactory to Administrative Agent;

          (j)    to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset;

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          (k)   that arises with respect to goods that are delivered on a bill-and-hold, sale and return, sale on approval, or cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional;

          (l)    that is in default; provided , that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following:

  •         (i)    the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date or, with respect to Accounts of Refining, not paid within the earlier of thirty (30) days following its due date or fifty (50) days following its original invoice date;

            (ii)   the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or

            (iii)  a petition is filed (and has not been dismissed) by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors;

          (m)  that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in this Section 2.6 ;

          (n)   as to which Administrative Agent's Lien thereon, on behalf of itself and Secured Parties, is not a perfected Lien with the priority required by the Loan Documents;

          (o)   as to which any of the representations or warranties pertaining to Accounts in the Loan Documents are untrue;

          (p)   to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper, except, in respect of any Instrument or Chattel Paper, to the extent the same is delivered (with proper endorsements and legends) to Administrative Agent free and clear of all Liens except those in favor of the Agents and Lenders;

          (q)   to the extent such Account exceeds any credit limit applicable to such Account Debtor established by Administrative Agent, in its reasonable credit judgment, exercised in good faith;

          (r)   to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates (other than Persons with credit ratings equal to or better than single A from Standard and Poor's or A1 from Moody's Investor Service (an " Investment Grade Account Debtor ") for which Administrative Agent has provided its prior written consent (not to be unreasonably withheld) which shall include as of the Closing Date CHS Inc. and Agrilliance LLC) as of any date of determination exceed fifteen percent (15%) of all Eligible Accounts; provided that the concentration limitation shall not apply to any Account with stated payment terms of 3 days or less which is actually paid within 5 days of invoice date so long as (1) the relevant Account Debtor is an Investment Grade Account Debtor or (2) the amount of such Account (taken together with the aggregate amount any other Accounts owing by such Account Debtor and/or its Affiliates) does not exceed $7,500,000 (it being understood that any amount above $7,500,000 described in clause (2) above shall be subject to the 15% concentration limit set forth above);

          (s)   that is payable in any currency other than Dollars; or

          (t)    that arises in connection with sales of goods or services under a "cash-on-delivery" method of payment.

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        " Eligible Hedge Counterparty " means each of Morgan Stanley, Goldman Sachs, Deutsche Bank, Phibro (and any of their respective Subsidiaries), the Term Agent, Administrative Agent, each Lender or any Affiliate of a Lender or the Term Agent counterparty to a Hedging Contract (including any Person who is a Lender (and any Affiliate thereof) as of the Closing Date but subsequently, after entering into a Hedging Contract, ceases to be a Lender).

        " Eligible Inventory " means all of the Revolver Eligible Inventory owned by the Borrowers and reflected in the most recent Borrowing Base Certificate delivered by each Borrower to Administrative Agent shall be " Eligible Inventory " for purposes of this Agreement, except any Inventory to which any of the exclusionary criteria set forth below applies. The Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible Inventory from time to time in its reasonable credit judgment, exercised in good faith. In addition, the Administrative Agent reserves the right, at any time and from time to time after the Closing Date, to adjust the criteria set forth below and to establish new criteria and, upon the occurrence and during the continuation of an Event of Default, to adjust advance rates with respect to Eligible Inventory, in each case in its reasonable credit judgment, exercised in good faith, subject to the approval of Requisite Revolving Lenders in the case of adjustments of new criteria which have the effect of making more credit available. Eligible Inventory shall not include any Inventory of any Borrower that:

•         (a)   is not owned by such Borrower free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure such Borrower's performance with respect to that Inventory), except (i) Liens in favor of Administrative Agent, on behalf of itself and Secured Parties, (ii) Permitted Encumbrances in favor of landlords and bailees to the extent permitted in Section 6.9 hereof (subject to Reserves established by Administrative Agent in accordance with Section 6.9 hereof) and (iii) unperfected liens which arise by operation of law in favor of Persons providing crude oil or gas products to such Borrower;

          (b)   except for Eligible In-Transit Inventory and Eligible Storage Inventory, (i) is not located on premises owned, leased or rented by such Borrower and set forth in Schedule 4.2 , or (ii) is stored at a leased location, unless Administrative Agent has given its prior consent thereto and unless either (x) a reasonably satisfactory landlord waiver has been delivered to Administrative Agent, or (y) Reserves reasonably satisfactory to Administrative Agent have been established with respect thereto or (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory, acknowledged bailee letter has been received by Administrative Agent and Reserves reasonably satisfactory to Administrative Agent have been established with respect thereto, or (iv) is located at an owned location subject to a mortgage in favor of a lender other than Administrative Agent unless a reasonably satisfactory mortgagee waiver has been delivered to Administrative Agent, or (v) is located at any site if the aggregate book value of Inventory at any such location is less than $100,000;

          (c)   is placed on consignment or, other than Eligible In-Transit Inventory, is in transit;

          (d)   is covered by a negotiable document of title, unless such document has been delivered to Administrative Agent with all necessary endorsements, free and clear of all Liens except those in favor of Administrative Agent and Lenders;

          (e)   is obsolete, slow moving (in excess of one year's supply), unsalable, shopworn, seconds, damaged, not in good and saleable condition or not otherwise marketable at prevailing market prices;

          (f)    consists of display items or packing or shipping materials, manufacturing or refining supplies or chemicals or replacement parts;

          (g)   consists of goods which have been returned by the buyer;

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          (h)   is not of a type held for sale in the ordinary course of such Borrower's business;

          (i)    is not subject to a Lien in favor of Administrative Agent on behalf of itself and Secured Parties with the priority required by the Loan Documents, subject to Permitted Encumbrances as set forth in clause (e) of the definition thereof (subject to reserves satisfactory to Administrative Agent);

          (j)    breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents;

          (k)   consists of any costs associated with "freight-in" charges;

          (l)    consists of goods that can be transported or sold only with licenses that are not readily available;

          (m)  is not covered by casualty insurance reasonably acceptable to Administrative Agent;

          (n)   is subject to any patent or trademark license requiring the payment of royalties or fees or requiring the consent of the licensor for a sale thereof by Administrative Agent; or

          (o)   is commingled with property of other parties unless such Inventory is Eligible In-Transit Inventory or Eligible Storage Inventory.

        " Eligible In-Transit Inventory " means Eligible Inventory which is and continues to satisfy the criteria set forth below. In addition, the Administrative Agent reserves the right, at any time and from time to time after the Closing Date, to adjust the criteria set forth below and to establish new criteria and, upon the occurrence and during the continuation of an Event of Default, to adjust advance rates with respect to Eligible In-Transit Inventory, in each case in its reasonable credit judgment, exercised in good faith, subject to the approval of Requisite Revolving Lenders in the case of adjustments of new criteria which have the effect of making more credit available. Eligible In-Transit Inventory shall include any otherwise Eligible Inventory of any Borrower that: (a) is being transported in a pipeline owned and operated by a third Person as to which (i) Administrative Agent has received from such Borrower the most recent monthly report as to the quantity, type and Market Price of such Eligible Inventory in accordance with Section 5.2(a)(iii) hereof together with the most recent report issued by such pipeline owner or operator pursuant to Section 5.2(b)(v) hereof; and (ii) such Eligible Inventory has not been received at such Borrower's discharge manifold at its refinery or at any storage facility; and (b) is subject to an effective bailee letter or instruction letter executed by the owner and operator of such pipeline in favor of Administrative Agent (and acknowledged by such Borrower) on terms and conditions reasonably satisfactory to Administrative Agent.

        " Eligible Storage Inventory " means Eligible Inventory which is and continues to satisfy the criteria set forth below. In addition, the Administrative Agent reserves the right, at any time and from time to time after the Closing Date, to adjust the criteria set forth below and to establish new criteria and, upon the occurrence and during the continuation of an Event of Default, to adjust advance rates with respect to Eligible Storage Inventory, in each case in its reasonable credit judgment, exercised in good faith, subject to the approval of Requisite Revolving Lenders in the case of adjustments of new criteria which have the effect of making more credit available. Eligible Storage Inventory shall include any otherwise Eligible Inventory of any Borrower that: (a) that is held in a storage tank or storage domain owned and operated by a third Person, as to which Administrative Agent has received from such Borrower the most recent monthly report as to the quantity, type and Market Price of such Eligible Inventory to which such Borrower has title, net of any Eligible Inventory held in such storage tanks or storage domains as "line fill" or held for the benefit of any third Person, as reported to Administrative Agent pursuant to Section 5.2(a)(iii) together with the most recent report issued by such storage tank or storage domain operator pursuant to Section 5.2(b)(v) hereof; and (b) is subject to a bailee letter or instruction letter executed by the owner and operator of such storage tank or storage domain in favor of Administrative Agent (and acknowledged by such Borrower) on terms and conditions satisfactory to Administrative Agent.

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        In addition, if any Revolver Eligible Inventory is to be acquired by such Borrower immediately upon making payment for such Revolver Eligible Inventory to the seller thereof, such Revolver Eligible Inventory shall be eligible for inclusion in Eligible Stored Inventory so long as (1) such Borrower has an agreement with such seller in form and substance acceptable to Administrative Agent providing that title to such Revolver Eligible Inventory shall immediately transfer to such Borrower upon receipt of payment therefor, (2) such Borrower wire transfers full payment to such seller for such Revolver Eligible Inventory on the date a Revolving Credit Advance is requested in respect of the purchase of such Revolver Eligible Inventory, (3) such Borrower provides Administrative Agent with a fully updated Borrowing Base Certificate and related reports described in Sections 5.2(a)(i), (ii) and (iii) and (4) such Revolver Eligible Inventory meets all of the requirements for Eligible Stored Inventory.

        " Environmental Laws " means all applicable federal, state and local laws, statutes, ordinances, codes, rules, standards and regulations, now or hereafter in effect and any applicable judicial interpretation thereof, including any applicable judicial or administrative order, consent decree, order or judgment (including without limitation the Consent Decree), imposing liability or remedial obligations, requiring the installation of pollution control equipment, or other legally mandated standards of conduct for or relating to the regulation and protection of human health, the environment and natural resources (including ambient air, surface water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation). Environmental Laws include, but are not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq. ) (" CERCLA "); the Hazardous Materials Transportation Authorization Act of 1994 (49 U.S.C. §§ 5101 et seq. ); the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq. ); the Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq. ) (" RCRA "); the Toxic Substance Control Act (15 U.S.C. §§ 2601 et seq. ); the Clean Air Act (42 U.S.C. §§ 7401 et seq. ) (" Clean Air Act "); the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq. ); and the Safe Drinking Water Act (42 U.S.C. §§ 300(f) et seq. ), and any and all regulations promulgated thereunder, and all analogous state, local and foreign counterparts or equivalents and any transfer of ownership notification or approval statutes.

        " Environmental Liabilities " means, with respect to any Person, all liabilities, obligations, responsibilities, response, remedial and removal costs, investigation and feasibility study costs, capital costs, operation and maintenance costs, losses, damages, punitive damages, property damages, natural resource damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants), fines, penalties, sanctions and interest incurred as a result of any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, arising under or related to any Environmental Laws, Environmental Permits, or in connection with (a) any Release or presence of a Hazardous Material whether on, at, in, under, or emanating from any real or personal property owned or leased by any Credit Party or (b) the Consent Decree or RCRA Administrative Orders.

        " Environmental Permits " means all permits, consents, licenses, authorizations, certificates, approvals or registrations required or issued by any Governmental Authority under any Environmental Laws.

        " Environmental Reserve Account " means the cash collateral account of Resources holding funds to be used by Resources for the Credit Parties' projected Capital Expenditures for environmental projects, with all cash, checks and other similar items of payment in such account securing payment of the Loans and all Obligations related thereto, and in which Resources shall have granted Liens with the priority required by the Loan Documents to the Administrative Agent, on behalf of itself and Revolver Secured Parties or Term Agent, on behalf of itself and Term Secured Parties, pursuant to the Security Agreement.

        " EPA " means the United States Environmental Protection Agency.

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        " Equipment " means all "equipment," as such term is defined in the Code, now owned or hereafter acquired by any Credit Party, wherever located and, in any event, including all such Credit Party's machinery and equipment, including processing equipment, conveyors, machine tools, data processing and computer equipment, including embedded software and peripheral equipment and all engineering, processing and manufacturing equipment, office machinery, furniture, materials handling equipment, tools, attachments, accessories, automotive equipment, trailers, trucks, forklifts, molds, dies, stamps, motor vehicles, rolling stock and other equipment of every kind and nature, trade fixtures and fixtures not forming a part of real property, together with all additions and accessions thereto, replacements therefor, all parts therefor, all substitutes for any of the foregoing, fuel therefor, and all manuals, drawings, instructions, warranties and rights with respect thereto, and all products and proceeds thereof and condemnation awards and insurance proceeds with respect thereto.

        " Equity Issuance " shall mean any issuance or sale (other than a Major Asset Disposal) by Holdings or any of its Subsidiaries of any Stock of Holdings or any of its Subsidiaries, as applicable, or the receipt by Holdings or any of its Subsidiaries of any capital contribution, as applicable, except in each case for (a) in the case of a Subsidiary of Holdings, any issuance or sale to, or any receipt of any capital contribution from, Holdings, (b) any issuance of directors' qualifying shares, and (c) sales or issuances of common stock of Holdings to management or employees of Holdings, the Borrowers or any Subsidiary of Holdings under any employee stock option or stock purchase plan or employee benefit plan in existence from time to time in the ordinary course of business.

        " ERISA " means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any regulations promulgated thereunder.

        " ERISA Affiliate " means, with respect to any Credit Party, any trade or business (whether or not incorporated) that, together with such Credit Party, are treated as a single employer within the meaning of Sections 414(b), (c), (m) or (o) of the IRC.

        " ERISA Event " means, with respect to any Credit Party or any ERISA Affiliate, (a) with respect to a Title IV Plan, any event described in Section 4043(c) of ERISA for which notice to the PBGC has not been waived; (b) the withdrawal of any Credit Party or ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (c) the complete or partial withdrawal of any Credit Party or any ERISA Affiliate from any Multiemployer Plan; (d) the filing of a notice of intent to terminate a Title IV Plan in a distress termination described in Section 4041(c) of ERISA or the treatment of a plan amendment as a termination under Section 4041 of ERISA; (e) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC; (f) with respect to a Title IV Plan, the existence of an "accumulated funding deficiency" (as defined in Section 412 of the IRC or Section 302 of ERISA) whether or not waived, or the failure to make by its due date a required installment under Section 412(m) of the IRC or the failure to make any required contribution to a Multiemployer Plan; (g) the filing pursuant to Section 412(d) of the IRC or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to a Title IV Plan; (h) the making of any amendment to any Title IV Plan which could result in the imposition of a lien or the posting of a bond or other security; (i) with respect to a Title IV Plan an event described in Section 4062(e) of ERISA; (j) any other event or condition that would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or for the imposition of liability under Section 4069 or 4212(c) of ERISA; (k) the termination of a Multiemployer Plan under Section 4041A of ERISA or the reorganization or insolvency of a Multiemployer Plan under Section 4241 or 4245 of ERISA; (l) the loss of a Qualified Plan's qualification or tax exempt status; (m) the termination of a Plan described in Section 4064 of ERISA; or (n) any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the IRC) or breach of fiduciary responsibility under ERISA which may reasonably be expected to subject a Credit Party to a material liability under Section 406, 409, 502(i) or

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502(l) of ERISA or Section 4975 of the IRC, or under any agreement or other instrument pursuant to which a Credit Party has agreed or is required to indemnify any person against any such material liability.

        " Event of Default " has the meaning ascribed to it in Section 9.1 .

        " Event of Eminent Domain " means any compulsory transfer or taking by condemnation, eminent domain or exercise of a similar power, or transfer under threat of such compulsory transfer or taking, of any part of the Collateral or any of the Mortgaged Properties, by any agency, department, authority, commission, board, instrumentality or political subdivision of any state where any Mortgaged Properties are located, the United States or another Governmental Authority having jurisdiction.

        " Excess Cash Flow " shall mean, without duplication, for any Fiscal Year of the Borrowers and their respective Subsidiaries consolidated net income plus (a) depreciation and amortization to the extent deducted in determining consolidated net income, plus (b) the amount (which may be a negative number) by which (i) the excess of the total assets, excluding cash and Cash Equivalents, over the total liabilities of the Borrowers and their respective Subsidiaries on a consolidated basis that may properly be classified as current assets and current liabilities respectively in accordance with GAAP, excluding the current portion of long term debt, at the beginning of such Fiscal Year exceeds (or is less then) (ii) such excess at the end of such Fiscal Year, minus (c) Capital Expenditures during such Fiscal Year (excluding the financed portion thereof and excluding any Capital Expenditures in such Fiscal Year to the extent in excess of the amount permitted to be made in such Fiscal Year pursuant to this Agreement, minus (d) scheduled principal payments paid or payable in respect of Funded Debt, plus or minus (as the case may be), (e) extraordinary gains or losses which are cash items not included in the calculation of net income, plus (f) taxes deducted in determining consolidated net income to the extent not paid for in cash unless accrued as a current liability on the balance sheet and payable within 90 days of the end of such Fiscal Year, minus (g) in respect of Fiscal Years until and including Fiscal Year 2006 only, the aggregate amount paid in cash into the Environmental Reserve Account in such Fiscal Year in respect of environmental Capital Expenditures expected to be incurred in succeeding Fiscal Years until and including Fiscal Year 2007 (which amounts shall be held in the Environmental Reserve Account until such expenditures are incurred) to the extent such amounts do not exceed (i) $50,000,000 in the aggregate since the Closing Date or (ii) when aggregated with the then existing balance of the Environmental Reserve Account, the reasonably expected cost of environmental Capital Expenditures yet to be incurred prior to the end of the Fiscal Year 2007 in accordance with Schedule 1(a).

        " Excluded Inventory " means all (i) catalysts of all types (other than rhodium, platinum and rhenium included as part of any catalyst and other than WIP gauze of all types), (ii) spare parts of all types, (iii) miscellaneous chemicals used in respect of waste water treatment facility, (iv) refractory bricks of all types and (v) any and all proceeds of the foregoing.

        " Existing Senior Indebtedness " means Indebtedness and other obligations outstanding under that certain Credit Agreement dated as of March 3, 2004 among Fertilizer, Refining, Terminal and Transportation, as borrowers, the lenders party thereto and Congress Financial Corporation (Southwest) as agent.

        " Existing Subordinated Indebtedness " means the Indebtedness evidenced by the Subordinated Debt Documents.

        " Fair Labor Standards Act " means the Fair Labor Standards Act, 29 U.S.C. §201 et seq .

        " Fair Salable Balance Sheet " means a balance sheet of Borrower prepared in accordance with Section 4.4(d) .

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        " Federal Funds Rate " means, for any day, a floating rate equal to the weighted average of the rates on overnight Federal funds transactions among members of the Federal Reserve System, as determined by Administrative Agent in its sole discretion, which determination shall be final, binding and conclusive (absent manifest error).

        " Federal Reserve Board " means the Board of Governors of the Federal Reserve System.

        " Fee Letter " means, collectively, (i) that certain amended and restated letter dated as of the Closing Date between the Arranger and the Borrowers with respect to certain Fees to be paid by Borrowers to the Arranger and Term Agent, and (ii) that certain letter dated as of the Closing Date between the Administrative Agent and the Borrowers with respect to certain Fees to be paid by Borrowers to the Administrative Agent.

        " Fees " means any and all fees payable to the Agents or any Lender pursuant to the Agreement or any of the other Loan Documents.

        " Fertilizers " means Coffeyville Resources Nitrogen Fertilizers, LLC, a Delaware limited liability company.

        " Fertilizers Borrowing Base " means, as of any date of determination by Administrative Agent, from time to time, an amount equal to the sum at such time of:

•         (a)   80% of the book value of Fertilizer's Eligible Accounts; and

          (b)   75% of the book value of Fertilizer's Eligible Inventory valued at the lower of cost (determined on a first-in, first-out basis) or Market Price; in each case, less any Reserves established by Administrative Agent at such time.

        " Financial Covenants " means the financial covenants set forth in Section 7.10 .

        " Financial Statements " means the consolidated and consolidating income statements, statements of cash flows and balance sheets of Borrowers delivered in accordance with Section 4.4 and Section 5.1 .

        " Fiscal Month " means any of the monthly accounting periods of Borrowers.

        " Fiscal Quarter " means any of the quarterly accounting periods of Borrowers, ending on March 31, June 30, September 30 and December 31 of each year.

        " Fiscal Year " means any of the annual accounting periods of Borrowers ending on December 31 of each year.

        " Fixed Charges " means, with respect to any Person for any fiscal period, without duplication (a) the aggregate of all Interest Expense paid or accrued during such period, plus (b) scheduled payments of principal with respect to Indebtedness during such period, plus (c) Capital Expenditures during such period (excluding the financed portion thereof and Capital Expenditures incurred by Borrowers to comply with Section 6.10 hereof), plus (d) income taxes (including distributions therefore) paid or payable in cash with respect to such fiscal period, plus (e) management fees to the extent paid under Section 7.4(a)(ii) , plus (f) Major Scheduled Turnaround Expenses, plus (g) Lease Expenses.

        " Fixed Charge Coverage Ratio " means, with respect to any Person for any fiscal period, the ratio of EBITDA to Fixed Charges.

        " Fixtures " means all "fixtures" as such term is defined in the Code, now owned or hereafter acquired by any Credit Party.

        " Foreign Lender " has the meaning ascribed to it in Section 2.3(c) .

        " Funded Debt " means, with respect to any Person, without duplication, all Indebtedness for borrowed money evidenced by notes, bonds, debentures, or similar evidences of Indebtedness that by

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its terms matures more than one year from, or is directly or indirectly renewable or extendible at such Person's option under a revolving credit or similar agreement obligating the lender or lenders to extend credit over a period of more than one year from the date of creation thereof, and specifically including Capital Lease Obligations, current maturities of long-term debt, revolving credit and short-term debt extendible beyond one year at the option of the debtor, and also including, in the case of Borrowers, the Obligations and, without duplication, Guaranteed Indebtedness consisting of guaranties of Funded Debt of other Persons.

        " GAAP " means generally accepted accounting principles in the United States of America consistently applied, as such term is further defined in Section 7.10 to the Agreement.

        " GE Lease " means that certain Master Lease Agreement relating to the alky merox system, dated May 1, 2003, between Reliant Solutions, LLC and Farmland Industries, Inc. (as assumed by Refining).

        " General Intangibles " means all "general intangibles," as such term is defined in the Code, now owned or hereafter acquired by any Credit Party, including all right, title and interest that such Credit Party may now or hereafter have in or under any Contract, all payment intangibles, customer lists, Licenses, Copyrights, Trademarks, Patents, and all applications therefor and reissues, extensions or renewals thereof, rights in Intellectual Property, interests in partnerships, joint ventures and other business associations, licenses, permits, copyrights, trade secrets, proprietary or confidential information, inventions (whether or not patented or patentable), technical information, procedures, designs, knowledge, know-how, software, data bases, data, skill, expertise, experience, processes, models, drawings, materials and records, goodwill (including the goodwill associated with any Trademark or Trademark License), all rights and claims in or under insurance policies (including insurance for fire, damage, loss and casualty, whether covering personal property, real property, tangible rights or intangible rights, all liability, life, key man and business interruption insurance, and all unearned premiums), uncertificated securities, chooses in action, deposit, checking and other bank accounts, rights to receive tax refunds and other payments, rights to receive dividends, distributions, cash, Instruments and other property in respect of or in exchange for pledged Stock and Investment Property, rights of indemnification, all books and records, correspondence, credit files, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Credit Party or any computer bureau or service company from time to time acting for such Credit Party.

        " Goods " means all "goods" as defined in the Code, now owned or hereafter acquired by any Credit Party, wherever located, including embedded software to the extent included in "goods" as defined in the Code, manufactured homes, standing timber that is cut and removed for sale and unborn young of animals.

        " Governmental Authority " means any federal government, any U.S. state or other political subdivision thereof, on any municipal or other local government and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

        " Granting Lender " has the meaning ascribed to it in Section 10.1(g) .

        " Group Operating Agreement " means that certain Limited Liability Company Agreement of Coffeyville Group Holdings, LLC dated as of March 3, 2004, as amended through the Closing Date and as further amended in a manner not prohibited by this Agreement.

        " Guaranteed Indebtedness " means as to any Person, any obligation of such Person guaranteeing, providing comfort or otherwise supporting any Indebtedness, lease, dividend, or other obligation (" primary obligation ") of any other Person (the " primary obligor ") in any manner, including any obligation or arrangement of such Person to (a) purchase or repurchase any such primary obligation, (b) advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to

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maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet condition of the primary obligor, (c) purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, (d) protect the beneficiary of such arrangement from loss (other than product warranties given in the ordinary course of business) or (e) indemnify the owner of such primary obligation against loss in respect thereof. The amount of any Guaranteed Indebtedness at any time shall be deemed to be an amount equal to the lesser at such time of (x) the stated or determinable amount of the primary obligation in respect of which such Guaranteed Indebtedness is incurred and (y) the maximum amount for which such Person may be liable pursuant to the terms of the instrument embodying such Guaranteed Indebtedness, or, if not stated or determinable, the maximum reasonably anticipated liability (assuming full performance) in respect thereof.

        " Guaranties " means, collectively, the Credit Party Guaranties and any other guaranty executed by any Guarantor in favor of the Agents and Lenders in respect of the Obligations.

        " Guarantors " means each Credit Party (other than the Borrowers) and each other Person, if any, that executes a guaranty or other similar agreement in favor of the Administrative Agent, for itself and in favor of Revolver Secured Parties and the Term Agent, for itself and in favor of Term Secured Parties, in connection with the transactions contemplated by the Agreement and the other Loan Documents.

        " Hazardous Material " means any substance, material or waste that is regulated by, or forms the basis of, liability under any Environmental Laws, including without limitation any substance, material or waste that is (a) defined as a "solid waste," "hazardous waste," "hazardous material," "hazardous substance," "extremely hazardous waste," "restricted hazardous waste," "pollutant," "contaminant," "hazardous constituent," "special waste," "toxic substance" or other similar term or phrase under any Environmental Laws, or (b) petroleum or any fraction or by-product thereof, asbestos, polychlorinated biphenyls (PCB's), or any radioactive substance.

        " Hedge Termination Value " means, in respect of any one or more Hedging Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Hedging Contracts, (a) for any date on or after the date such Hedging Contracts have been closed out, the amount owing with respect thereto, and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such Hedging Contracts, based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedging Contracts.

        " Hedging Contract " means any agreement, whether or not in writing, relating to any transaction that is a commodity swap, futures contract, commodity option, cap, collar or floor transaction, or any other similar transaction (including any option to enter into any of the foregoing) or any combination of the foregoing, and, unless the context otherwise clearly requires, any master agreement relating to or governing any or all of the foregoing.

        " Holding Companies " means each Credit Party other than Fertilizer, Refining, Terminal, Transportation and Pipeline.

        " Holdings " means Coffeyville Group Holdings, LLC, a Delaware limited liability company.

        " Indebtedness " means, with respect to any Person, without duplication, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred 6 months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are unsecured and not overdue by more than 6 months unless being contested in good faith, (b) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (c) all obligations evidenced by notes, bonds, debentures or

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similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations and the present value (discounted at a rate equal to 9% per annum) of future rental and other payments (contingent, optional or otherwise) under all synthetic or similar leases, (f) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (g) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (h) all Capital Stock which is mandatory redeemable, (i) the present value (discounted at a rate equal to 9% per annum) of all payment obligations (contingent, optional or otherwise) of such Person under off balance sheet financing arrangements, (j) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness, and (k) the Obligations.

        " Indemnified Liabilities " has the meaning ascribed to it in Section 2.11 .

        " Indemnified Person " has the meaning ascribed to in Section 2.11 .

        " Index Rate " means, for any day, a floating rate equal to the higher of (i) the rate from time to time publicly announced by Reference Bank or its successors, as its prime rate, whether or not such announced rate is the best rate available at such bank and (ii) the Federal Funds Rate plus 50 basis points per annum. Each change in any interest rate provided for in the Agreement based upon the Index Rate shall take effect at the time of such change in the Index Rate.

        " Index Rate Loan " means a Loan or portion thereof bearing interest by reference to the Index Rate.

        " Instruments " means all "instruments," as such term is defined in the Code, now owned or hereafter acquired by any Credit Party, wherever located, and, in any event, including all certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness, other than instruments that constitute, or are a part of a group of writings that constitute, Chattel Paper.

        " Intellectual Property " means any and all Licenses, Patents, Copyrights, Trademarks, and the goodwill associated with such Trademarks.

        " Intercompany Notes " has the meaning ascribed to it in Section 7.3 .

        " Interest Coverage Ratio " means, with respect to any Person for any period, the ratio of EBITDA to Interest Expense (other than Interest Expense satisfied by issuance of a note which is (i) subordinated to the Obligations to the same extent as the applicable principal obligations and (ii) payable no sooner than the last scheduled principal payment as the applicable principal obligation).

        " Interest Expense " means, with respect to any Person for any fiscal period, interest expense of such Person determined in accordance with GAAP for the relevant period ended on such date, including, interest expense with respect to any Funded Debt of such Person.

        " Interest Payment Date " means (a) as to any Index Rate Loan, the first Business Day of each month to occur while such Loan is outstanding, and (b) as to any LIBOR Loan (i) constituting all or part of a Revolving Credit Advance, the first Business Day of each month to occur while such Loan is outstanding and the last day of the applicable LIBOR Period and (ii) constituting part of the Term

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Loan, the last day of the applicable LIBOR Period; provided that in the case of such a LIBOR Period of more than three months duration, also the date which in three months after the commencement of such LIBOR Period; and provided , that, in addition to the foregoing, each of (x) the date upon which all of the Commitments have been terminated and the Loans have been paid in full and (y) the Revolving Loan Commitment Termination Date or Term Maturity Date, as applicable, shall be deemed to be an "Interest Payment Date" with respect to any interest that has then accrued under the Agreement.

        " Inventory " means all "inventory," as such term is defined in the Code, now owned or hereafter acquired by any Credit Party, wherever located, and in any event including inventory, merchandise, goods and other personal property that are held by or on behalf of any Credit Party for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in such Credit Party's business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software.

        " Investment Property " means all "investment property" as such term is defined in the Code now owned or hereafter acquired by any Credit Party, wherever located, including (i) all securities, whether certificated or uncertificated, including stocks, bonds, interests in limited liability companies, partnership interests, treasuries, certificates of deposit, and mutual fund shares; (ii) all securities entitlements of any Credit Party, including the rights of any Credit Party to any securities account and the financial assets held by a securities intermediary in such securities account and any free credit balance or other money owing by any securities intermediary with respect to that account; (iii) all securities accounts of any Credit Party; (iv) all commodity contracts of any Credit Party; and (v) all commodity accounts held by any Credit Party.

        " IRB Indenture " means that certain Amended and Restated Trust Indenture dated as of February 8, 2002 between the City of Coffeyville, Kansas, as issuer, and JP Morgan Chase Bank, as Indenture Trustee, as amended, restated, supplemented or otherwise modified in a manner not prohibited hereunder.

        " IRC " means the Internal Revenue Code of 1986 and all regulations promulgated thereunder.

        " IRS " means the Internal Revenue Service.

        " KDHE " means the Kansas Department of Health and Environment.

        " K.S.A. " has the meaning ascribed to it in Section 6.12 .

        " L/C Administration Fee " has the meaning ascribed to it in Section 2.2

        " L/C Issuer " has the meaning ascribed to it in Section 2.2 .

        " L/C Sublimit " has the meaning ascribed to it in Section 2.2 .

        " Lease Expenses " means, with respect to any Person for any fiscal period, the aggregate rental obligations of such Person determined in accordance with GAAP which are payable in respect of such period under leases of real or personal property (net of income from subleases thereof, but including taxes, insurance, maintenance and similar expenses that the lessee is obligated to pay under the terms of such leases), whether or not such obligations are reflected as liabilities or commitments on a consolidated balance sheet of such Person or in the notes thereto, excluding, however, any such obligations under Capital Leases, the TKI Agreement or the BOC Agreement.

        " Leases " means all leases, subleases, concession agreements, licenses and other occupancy agreements that affect the Mortgaged Properties, all as amended from time to time.

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        " Lenders " means the Lenders named on the signature pages of the Agreement, and, if any such Lender shall decide to assign all or any portion of the Obligations in accordance with the provisions hereof, such term shall include any assignee of such Lender.

        " Letter of Credit Fee " has the meaning ascribed to it in Section 2.2 .

        " Letter of Credit Obligations " means all outstanding obligations incurred by Administrative Agent and Revolving Lenders at the request of Borrower Representative, whether direct or indirect, contingent or otherwise, due or not due, in connection with the issuance of Letters of Credit by an L/C Issuer or the purchase of a participation as set forth in Section 2.2 with respect to any Letter of Credit. The amount of such Letter of Credit Obligations shall equal the maximum amount that may be payable at such time or at any time thereafter by Administrative Agent or Lenders thereupon or pursuant thereto.

        " Letters of Credit " means documentary or standby letters of credit or surety bonds or other financial assurances issued for the account of any Borrower by any L/C Issuer, and bankers' acceptances issued by any Borrower, for which Administrative Agent and Revolving Lenders have incurred Letter of Credit Obligations.

        " Letter-of-Credit Rights " means "letter-of-credit rights" as such term is defined in the Code, now owned or hereafter acquired by any Credit Party, including rights to payment or performance under a letter of credit, whether or not such Credit Party, as beneficiary, has demanded or is entitled to demand payment or performance.

        " Leverage Ratio " means, with respect to Borrowers and their Subsidiaries, on a consolidated basis at any time, the ratio of (a) Total Debt at such time to (b) EBITDA for the four Fiscal Quarters then ended.

        " LIBOR Business Day " means a Business Day on which banks in the City of London are generally open for interbank or foreign exchange transactions.

        " LIBOR Loan " means a Revolving Credit Advance or a Term Loan or any portion thereof bearing interest by reference to the LIBOR Rate.

        " LIBOR Period " means, with respect to any LIBOR Loan, each period commencing on a LIBOR Business Day selected by Borrower Representative pursuant to the Agreement and ending one, two, three or six months thereafter, as selected by Borrower Representative's irrevocable notice to Administrative Agent as set forth in Section 2.5(e) ; provided, that the foregoing provision relating to LIBOR Periods is subject to the following:

•         (a)   if any LIBOR Period would otherwise end on a day that is not a LIBOR Business Day, such LIBOR Period shall be extended to the next succeeding LIBOR Business Day unless the result of such extension would be to carry such LIBOR Period into another calendar month in which event such LIBOR Period shall end on the immediately preceding LIBOR Business Day;

          (b)   any LIBOR Period that would otherwise extend beyond the Revolving Loan Commitment Termination Date or Term Maturity Date, as applicable, shall end two (2) LIBOR Business Days prior to such date;

          (c)   any LIBOR Period that begins on the last LIBOR Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Period) shall end on the last LIBOR Business Day of a calendar month;

          (d)   Borrower Representative shall select LIBOR Periods so as not to require a payment or prepayment of any LIBOR Loan during a LIBOR Period for such Loan; and

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• 
  

          (e)   Borrower Representative shall select LIBOR Periods so that there shall be no more than six (6) separate LIBOR Loans in existence at any one time.

        " LIBOR Rate " means, with respect to each LIBOR Period for any LIBOR Loan, the rate per annum determined by the relevant Agent by dividing (a) the Base LIBOR Rate for such LIBOR Period by (b) a percentage equal to: (i) one (1) minus (ii) the Reserve Percentage. For purposes hereof " Base LIBOR Rate " shall mean shall mean with respect to the LIBOR Period for a LIBOR Loan, the interest rate per annum equal to the arithmetic average of the rates of interest per annum at which Reference Bank is offered deposits of United States dollars in the London interbank market (or other LIBOR Rate market selected by Borrower Representative on behalf of Borrower and approved by the relevant Agent) on or about 9:00 a.m. (New York time) in the case of the Administrative Agent and 11 a.m. (London time) in the case of the Term Agent, in each case two (2) LIBOR Business Days prior to the commencement of such LIBOR Period in amounts substantially equal to the principal amount of the LIBOR Loans requested by and available to Borrower(s) in accordance with this Agreement, with a maturity of comparable duration to the LIBOR Period selected by or on behalf of a Borrower. For purposes hereof, " Reserve Percentage " shall mean the reserve percentage, expressed as a decimal, prescribed by any United States or foreign banking authority for determining the reserve requirement which is or would be applicable to deposits of United States dollars in a non-United States or an international banking office of Reference Bank used to fund a LIBOR Loan or any LIBOR Loan made with the proceeds of such deposit, whether or not the Reference Bank actually holds or has made any such deposits or loans. The LIBOR Rate shall be adjusted on and as of the effective day of any change in the Reserve Percentage.

        " License " means any Copyright License, Patent License, Trademark License or other license of rights or interests now held or hereafter acquired by any Credit Party.

        " Lien " means any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Code or comparable law of any jurisdiction).

        " Litigation " has the meaning ascribed to it in Section 4.13 .

        " Loan Accounts " means the Revolver Loan Account and the Term Loan Account.

        " Loan Documents " means the Agreement, the Notes, the Collateral Documents, the Fee Letter and all other agreements, instruments, documents and certificates identified in the Closing Checklist executed and delivered to, or in favor of, the Agents or any Lenders and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Credit Party, or any employee of any Credit Party, and delivered to the Agents or any Lender in connection with the Agreement or the transactions contemplated thereby. Any reference in the Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to the Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

        " Loans " means the Revolving Loan and the Term Loan.

        " Lock Boxes " has the meaning ascribed to it in Section 2.6 .

        " Major Asset Disposal " means the sale, on the one hand, (i) of the Coffeyville Nitrogen Plant or the stock of Coffeyville Nitrogen Fertilizers, Inc. and/or Fertilizers or, on the other hand to the extent

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(i) has not occurred, (ii) the Coffeyville Refinery and/or Coffeyville Refining & Marketing, Inc. or Refining, in each case on arms-length, commercially reasonable terms at fair market value, the proceeds of which are applied to prepay the Loans in accordance with Section 2.3 ; provided , that (i) no less than $65,000,000 of the aggregate consideration shall be paid in cash and (ii) any non-cash proceeds received in connection with such Major Asset Disposal shall be valued by a fairness opinion from a third party appraiser in form and substance reasonably acceptable to the Agents.

        " Major Scheduled Turnaround " means (i) with respect to the Coffeyville Refinery, a scheduled shutdown of Refinery process units primarily for purposes of conducting maintenance, of at least twenty (20) consecutive days which shutdown shall occur not more than one time; provided , however , that such shutdown of the Coffeyville Refinery shall not constitute a "Major Scheduled Turnaround" unless the Diesel Hydrotreater located at the Coffeyville Refinery is, during such shutdown, upgraded or replaced to comply with the Tier II low sulfur diesel standards (40 CFR Part 80, Subpart I) and (ii) with respect to the Coffeyville Nitrogen Plant, a scheduled shutdown primarily for purposes of conducting maintenance, of at least seven (7) consecutive days which shutdown shall not occur more than one time in any eighteen (18) month period or twice in any forty-two (42) month period.

        " Major Scheduled Turnaround Expenses " means expenses which have been incurred by a Borrower to complete a Major Scheduled Turnaround but only to the extent such amounts (a) are reflected on the expense line item on such Borrower's income statement delivered in accordance with Section 5.1 hereof and (b) would be treated as expenses under GAAP.

        " Management Agreement " means that certain Amended and Restated Management Services Agreement dated as of May 10, 2004 by and between Pegasus and Holdings, as amended, modified or supplemented in accordance with the terms hereof.

        " Margin Stock " has the meaning ascribed to in Section 4.10.

        " Market Price " means, with respect to any Inventory, the market price for such Inventory as set forth in a published or reported price index maintained by a third-party that is not an Affiliate of any Borrower and that prepares such index in the ordinary course of its business or such other price as the Administrative Agent may ascribe thereto in its reasonable credit judgment. Market Price shall be determined using published or reported price indices created or distributed by (i) with respect to Inventory of Refining, Oil Price Information Service, commonly known as OPIS, and/or Platts Oilgram Price Report, commonly known as Platts and (ii) with respect to Inventory of Fertilizers, Fertilizers Markets or Green Markets. In the event OPIS, Platts, Fertilizers Markets or Green Markets, as the case may be no longer provides the aforementioned price indices, or in the event the Borrowers and the Administrative Agent determine that either OPIS, Platts, Fertilizers Markets or Green Markets, as the case may be no longer accurately provides pricing information for Inventory, the Borrowers and the Administrative Agent shall replace one or both of the OPIS, Platts, Fertilizers Markets or Green Markets, as the case may be price indices, as applicable, with other third-party price indices reasonably acceptable to each of the Borrowers and the Administrative Agent.

        " Material Adverse Effect " means a material adverse effect on (a) the business, assets, operations, prospects or financial or other condition of any Borrower taken alone or the Credit Parties taken as a whole, (b) any Borrower's ability to pay any of the Loans or any of the other Obligations in accordance with the terms of the Agreement, (c) the Collateral or the Lien of the Administrative Agent, on behalf of itself and Revolver Secured Parties or the Lien in favor of the Term Agent, on behalf of itself and Term Secured Parties, in each case on the Collateral or the priority of such Liens, or (d) the Agents' or any Lender's rights and remedies under the Agreement and the other Loan Documents.

        " Maximum Amount " means, as of any date of determination, an amount equal to the Revolving Loan Commitment of all Lenders as of that date.

        " Monthly Borrowing Base Certificate " has the meaning ascribed to it in Section 5.2(c)(i) .

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        " Mortgaged Properties " means each parcel of Real Estate owned by Borrower which is the subject of a Mortgage.

        " Mortgages " means each of the mortgages, deeds of trust, leasehold mortgages, leasehold deeds of trust, collateral assignments of leases or other real estate security documents delivered by any Credit Party to Administrative Agent, on behalf of itself and Revolver Secured Parties or Term Agent, on behalf of itself and Term Secured Parties with respect to the Mortgaged Properties, all in form and substance reasonably satisfactory to the Agents.

        " Multiemployer Plan " means a "multiemployer plan" as defined in Sections 3(37) or 4001(a)(3) of ERISA, and to which any Credit Party or ERISA Affiliate is making, is obligated to make or has made or been obligated to make, contributions on behalf of participants who are or were employed by any of them.

        " New Party " has the meaning ascribed to it in Section 13 .

         " Non-Acquired Corporation " means (i) Coffeyville Refining & Marketing, Inc., in the case of a Stock Sale in which either Coffeyville Nitrogen Fertilizers, Inc. is the Acquired Corporation or (ii) Coffeyville Nitrogen Fertilizers, Inc., in the case of a Stock Sale in which Coffeyville Refining & Marketing, Inc. is the Acquired Corporation.

        " Non-Funding Lender " has the meaning ascribed to it in Section 10.9(d) .

        " Non-Funding Revolving Lender " has the meaning ascribed to it in Section 10.9(d) .

        " Non-Funding Term Lender " has the meaning ascribed to it in Section 10.9(d) .

        " Non-Selling Corporation " means (i) Coffeyville Refining & Marketing, Inc., in the case of an Asset Sale in which Coffeyville Nitrogen Fertilizers, Inc. is the Selling Corporation or (ii) Coffeyville Nitrogen Fertilizers, Inc., in the case of an Asset Sale in which Coffeyville Refining & Marketing, Inc. is the Selling Corporation.

        " Notes " means, collectively, the Revolving Notes and the Term Notes, to the extent issued under this Agreement.

        " Notice of Conversion/Continuation " has the meaning ascribed to it in Section 2.5(e) .

        " Notice of Revolving Credit Advance " has the meaning ascribed to it in Section 2.1(a) .

        " Obligations " means all loans, advances, debts, liabilities and obligations for the performance of covenants, tasks or duties or for payment of monetary amounts (whether or not such performance is then required or contingent, or such amounts are liquidated or determinable) owing by any Credit Party to the Agents or any Lender, and all covenants and duties regarding such amounts, of any kind or nature, present or future, whether or not evidenced by any note, agreement, letter of credit agreement or other instrument, arising under the Agreement or any of the other Loan Documents. This term includes all principal, interest (including all interest that accrues after the commencement of any case or proceeding by or against any Credit Party in bankruptcy, whether or not allowed in such case or proceeding), Fees, hedging obligations under swaps, caps and collar arrangements provided by any Lender or any Affiliate thereof, expenses, attorneys' fees and any other sum chargeable to any Credit Party under the Agreement or any of the other Loan Documents.

        " Oklahoma Producer Lien Act " means the Oil and Gas Owners' Lien Act, 42 Okl. St. Ann. §548.

        " Optional Extensions of Credit " has the meaning ascribed to it in Section 2.1(a)(iii) .

        " Overadvance " has the meaning ascribed to it in Section 2.1(a)(iii) .

        " Patent License " means rights under any written agreement now owned or hereafter acquired by any Credit Party granting any right with respect to any invention on which a Patent is in existence.

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        " Patent Security Agreements " means the Patent Security Agreements made in favor of Administrative Agent, on behalf of itself and Revolver Secured Parties and in favor of Term Agent, on behalf of itself and Term Secured Parties, by each applicable Credit Party.

        " Patents " means all of the following in which any Credit Party now holds or hereafter acquires any interest: (a) all letters patent of the United States or of any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or of any other country, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State, or any other country, and (b) all reissues, continuations, continuations-in-part or extensions thereof.

        " PBGC " means the Pension Benefit Guaranty Corporation established pursuant to subtitle A of Title IV of ERISA and any successor thereto.

        " Pegasus " means Pegasus Partners II, L.P., a Delaware limited partnership.

        " Pension Plan " means a plan described in Section 3(2) of ERISA.

        " Permits " means any and all permits, variances, curb cut permits, licenses of any kind, certificates (including certificates of occupancy and certificates of need), approvals, consents, waivers, and other authorizations and rights issued by any Governmental Authority used for development, construction, management, ownership, use, occupancy, operation, or drainage of the Mortgaged Properties, but not including any Environmental Permits.

        " Permitted Encumbrances " means the following encumbrances: (a) Liens for taxes or assessments or other governmental Charges not yet due and payable or which are being contested in accordance with Section 6.2(b) ; (b) pledges or deposits of money securing statutory obligations under workmen's compensation, unemployment insurance, social security or public liability laws or similar legislation (excluding Liens under ERISA); (c) pledges or deposits of money in an aggregate amount not to exceed $1,000,000 at any time outstanding securing bids, tenders, contracts (other than contracts for the payment of money) or leases to which any Credit Party is a party as lessee made in the ordinary course of business; (d) inchoate and unperfected workers', mechanics' or similar Liens arising in the ordinary course of business, so long as such Liens attach only to Equipment, Fixtures and/or Real Estate; (e) unperfected Liens which arise by operation of law in favor of Persons providing crude oil or gas products to one or more Credit Parties; (f) carriers', warehousemen's, suppliers' or other similar possessory liens arising in the ordinary course of business and securing liabilities in an outstanding aggregate amount not in excess of $1,000,000 at any time, so long as such Liens attach only to Inventory; (g) deposits securing, or in lieu of, surety, appeal or customs bonds in proceedings to which any Credit Party is a party; (h) any attachment or judgment lien not constituting an Event of Default under Section 9.1(j) ; (i) zoning restrictions, easements, licenses, or other restrictions on the use of any Real Estate or other minor irregularities in title (including leasehold title) thereto, so long as the same do not materially impair the use, value, or marketability of such Real Estate; (j) presently existing or hereafter created Liens in favor of Administrative Agent, on behalf of itself and Revolver Secured Parties or Liens in favor of Term Agent, on behalf of itself and Term Secured Parties and Liens (subject to the execution and delivery of such intercreditor and subordination agreements and related documents as the Term Agent, on behalf of the Term Secured Parties, may reasonably request with terms substantially similar to the intercreditor provisions of Annex C hereof) securing the Replacement ABL Facility; and (k) Liens expressly permitted under clauses (b) and (c) of Section 7.7 of the Agreement.

        " Permitted Investments " shall mean (a) securities issued, or directly and fully guaranteed or insured, by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than ninety (90) days from the date of acquisition, (b) U.S. dollar denominated time deposits, certificates of deposit and

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bankers' acceptances of any domestic commercial bank of recognized standing that is a member of the Federal Reserve System having capital and surplus in excess of $500,000,000 with maturities of not more than ninety (90) days from the date of acquisition (any bank meeting the qualifications specified in this clause (b), an "Approved Bank"), (c) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (a), above, entered into with any Approved Bank, (d) commercial paper issued by any Approved Bank or by the parent company of any Approved Bank and commercial paper issued by any industrial or financial company organized under the laws of any state within the United States with a short-term commercial paper rating of at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody's and maturing within ninety (90) days after the date of acquisition and (e) investments in money market funds substantially all of whose assets are comprised of securities of the type described in clauses (a) through (d) above.

        " Person " means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, public benefit corporation, other entity or government (whether federal, state, county, city, municipal, local, foreign, or otherwise, including any instrumentality, division, agency, body or department thereof).

        " Pipeline " means Coffeyville Resources Pipeline, LLC, a Delaware limited liability company.

        " Plains Agreement " means that certain Pipeline Construction, Operation and Transportation Commitment Agreement dated as of the 11 ^th day of February, 2004 by and between Plains Pipeline, L.P. and Refinery.

        " Plan " means, at any time, an "employee benefit plan", as defined in Section 3(3) of ERISA, that any Credit Party maintains, contributes to or has an obligation to contribute to or has maintained, contributed to or had an obligation to contribute to at any time within the past 7 years on behalf of participants who are or were employed by any Credit Party.

        " Pledge Agreement " means the Pledge Agreement of even date herewith executed by the Credit Parties named therein in favor of Administrative Agent, for itself and Revolver Secured Parties and in favor of the Term Agent, for itself and Term Secured Parties, pledging all Stock of all the direct and indirect Subsidiaries of Holdings.

        " Proceeds " means "proceeds," as such term is defined in the Code, including (a) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to any Credit Party from time to time with respect to any of the Collateral, (b) any and all payments (in any form whatsoever) made or due and payable to any Credit Party from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any Governmental Authority (or any Person acting under color of governmental authority), (c) any claim of any Credit Party against third parties (i) for past, present or future infringement of any Patent or Patent License, or (ii) for past, present or future infringement or dilution of any Copyright, Copyright License, Trademark or Trademark License, or for injury to the goodwill associated with any Trademark or Trademark License, (d) any recoveries by any Credit Party against third parties with respect to any litigation or dispute concerning any of the Collateral including claims arising out of the loss or nonconformity of, interference with the use of, defects in, or infringement of rights in, or damage to, Collateral, (e) all amounts collected on, or distributed on account of, other Collateral, including dividends, interest, distributions and Instruments with respect to Investment Property and pledged Stock, and (f) any and all other amounts, rights to payment or other property acquired upon the sale, lease, license, exchange or other disposition of Collateral and all rights arising out of Collateral.

        " Pro Forma " means the unaudited consolidated and consolidating balance sheet of Resources and its Subsidiaries as of May 10, 2004 after giving pro forma effect to the Related Transactions.

        " Property Tax Exemption Statute " has the meaning ascribed to it in Section 6.12 .

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        " Pro Rata Share " means with respect to all matters relating to any Lender, (a) with respect to the Revolving Loan, the percentage obtained by dividing (i) the Revolving Loan Commitment of that Lender by (ii) the aggregate Revolving Loan Commitments of all Lenders, (b) with respect to the Term Loan(s), the percentage obtained by dividing (i) the Term Loan Commitment of that Lender by (ii) the aggregate Term Loan Commitments of all Lenders, as any such percentages may be adjusted by assignments permitted pursuant to Section 10.1 , (c) with respect to all Loans, the percentage obtained by dividing (i) the aggregate Commitments of that Lender by (ii) the aggregate Commitments of all Lenders, and (d) with respect to all Loans on and after the Revolving Loan Commitment Termination Date, the percentage obtained by dividing (i) the aggregate outstanding principal balance of the Loans held by that Lender, by (ii) the outstanding principal balance of the Loans held by all Lenders.

        " Qualified Plan " means a Pension Plan maintained by a Credit Party that is intended to be tax-qualified under Section 401(a) of the IRC.

        " Qualified Assignee " means (a) any Lender, any Affiliate of any Lender and, with respect to any Lender that is an investment fund that invests in commercial loans, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor, and (b) any commercial bank, savings and loan association or savings bank or any other entity which is an "accredited investor" (as defined in Regulation D under the Securities Act of 1933) which extends credit or buys loans as one of its businesses, including insurance companies, mutual funds, lease financing companies and commercial finance companies; provided that a Person which is itself directly engaged in the same business as, and a direct competitor of, the Coffeyville Refinery and Coffeyville Nitrogen Plant shall not be a Qualified Assignee.

        " Ratable Share " has the meaning set forth in Section 2.1(b) .

        " RCRA Administrative Orders " means (a) the Administrative Order on Consent between the Seller and the EPA dated October 21, 1994 pursuant to RCRA Docket No. VII-94-H-0020; and (b) the Administrative Order on Consent between the Seller and the EPA dated January 12, 1996 pursuant to RCRA Docket No. VII-95-H-0011.

        " Real Estate " has the meaning ascribed to it in Section 4.6 .

        " Reference Bank " means Credit Suisse First Boston.

        " Refinery Revenue Bonds " has the meaning ascribed to it in Section 6.12 .

        " Refinery Revenue Bonds Documents " means the agreements, instruments, documents, consents, assignments, contracts, notices, and all other written documents which evidence the Refinery Revenue Bonds and the transactions related thereto described in Section 6.12 .

        " Refining " Coffeyville Resources Refining & Marketing, LLC, a Delaware limited liability company.

        " Refining Pipeline Documents " have the meaning ascribed to them in Section 4.29(d) .

        " Registers " means the Revolving Register and the Term Register.

        " Related Person " has the meaning ascribed to it in Section 2.6(g) .

        " Refining Borrowing Base " means, as of any date of determination by Administrative Agent, from time to time, an amount equal to the sum at such time of:

•         (a)   80% of the book value of Refining's Eligible Accounts; and

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•         (b)   75% of the book value of Refining's Eligible Inventory valued at the lower of cost (determined on a first-in, first-out basis) or Market Price; in each case, less any Reserves established by Administrative Agent at such time.

        " Related Transactions " means (i) the initial borrowing under the Term Loan on the Closing Date, (ii) the repayment on the Closing Date of the Borrowers' Existing Senior Indebtedness and certain Existing Subordinated Indebtedness, (iii) the payment on the Closing Date in respect of certain limited liability company interests of Holdings in an amount set forth on Schedule 2.4 and (iv) the payment of all fees, costs, expenses (including prepaid expenses) and advance payments associated with all of the foregoing and the execution and delivery of all of the Related Transactions Documents.

        " Related Transactions Documents " means the Loan Documents, and all other agreements or instruments executed in connection with the Related Transactions.

        " Relationship Bank " has the meaning ascribed to it in Section 2.6(a) .

        " Release " means any actual or threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material in the indoor or outdoor environment, including the movement of Hazardous Material through or in the air, soil, surface water, ground water or property.

        " Repayment Date " has the meaning ascribed to it in Section 2.1(b)(iv) .

        " Replacement ABL Facility " means a revolving credit facility in aggregate principal amount not to exceed $75,000,000 provided to the Borrowers on substantially the same terms as and in any event no less favorable to the Borrowers or the Term Secured Parties than the Revolving Loan Commitments hereunder and subject to the intercreditor provisions of Annex C hereof.

        " Replacement EPA Cash Collateral " means the cash or Cash Equivalent financial assurances for the benefit of the EPA, required pursuant to the Consent Decree in substitution of such financial assurances currently provided by Seller in accordance with the Acquisition Agreement in an amount not to exceed $15,000,000 at any one time outstanding.

        " Replacement Lender " has the meaning ascribed to it in Section 2.14(d) .

        " Required Terminal Remediation " means any legally required remediation or corrective action on the assets of Terminal required by the EPA or KDHE, including without limitation pursuant to the RCRA Administrative Orders.

        " Required Transportation Remediation " means any remediation or cleanup on the assets of Transportation required by the EPA or KDHE, including without limitation pursuant to the RCRA Administrative Orders.

        " Requisite Lenders " means Lenders having (a)(i) more than 50% of the Revolving Loan Commitments of all Lenders, or (ii) if the Revolving Loan Commitments have been terminated, more than 50% of the aggregate outstanding amount of all Revolving Loans and (b) more than 50% of the aggregate outstanding amount of all Term Loans.

        " Requisite Revolving Lenders " means (a) Lenders having more than 50% of the Revolving Loan Commitments of all Lenders, or (b) if the Revolving Loan Commitments have been terminated, more than 50% of the aggregate outstanding amount of the Revolving Loan.

        " Requisite Term Lenders " mean Lenders having more than 50% of the aggregate outstanding amount of all Term Loans.

        " Reserves " means (a) reserves established by Administrative Agent from time to time against Eligible Inventory pursuant to Section 6.9 , (b) reserves established pursuant to Sections 2.3(b)(ii) , and 6.4(c) , (c) reserves approximating 150% of the cost of selling Eligible Inventory (including, without

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limitation, the cost of removing Eligible Inventory from pipelines) as determined by Administrative Agent which reserves shall in no event be less than $1,000,000 in the aggregate and shall be allocated against each Borrower's separate Borrowing Base in such manner as Administrative Agent shall determine in its reasonable credit judgment exercised in good faith, (d) reserves established by Administrative Agent for fees, charges and other payables associated with the storage, handling, processing and/or transportation of Eligible In-Transit Inventory and Eligible Storage Inventory and payables owing to any third parties providing crude oil or other gas products which are secured by a Lien under applicable law or pursuant to a written agreement (or, in the case of the Oklahoma Producer Lien Act as in effect on the Closing Date, past due payables owing under the Oklahoma Producer Lien Act and (e) such other reserves against Eligible Accounts, Eligible Inventory or Borrowing Availability of any Borrower that Administrative Agent may establish from time to time, in its reasonable credit judgment exercised in good faith. Without limiting the generality of the foregoing, Reserves may be established to reflect that dilution with respect to the Accounts (based on the ratio of the aggregate amount of non-cash reductions in Accounts for any period to the aggregate dollar amount of the sales of any Borrower for such period) as calculated by Administrative Agent for any period is or is reasonably anticipated to be greater than five (5%) percent. To the extent Administrative Agent may revise the lending formulas used to determine any Borrowing Base or establish new criteria or revise existing criteria for Eligible Accounts or Eligible Inventory so as to address any circumstances, condition, event or contingency in a manner satisfactory to Administrative Agent, Administrative Agent shall not establish a Reserve for the same purpose.

        " Resources " means Coffeyville Resources, LLC, a Delaware limited liability company.

        " Resources Borrowing Base " means, as of any date of determination by Administrative Agent, from time to time, an amount equal to the sum at such time of:

•         (a)   80% of the book value of Resources' Eligible Accounts; and

          (b)   75% of the book value of Resources' Eligible Inventory valued at the lower of cost (determined on a first-in, first-out basis) or Market Price; in each case, less any Reserves established by Administrative Agent at such time. Borrowers and Revolving Lenders acknowledge and agree that as of the Closing Date, Resources owns no Eligible Accounts or Eligible Inventory.

        " Restricted Payment " means, with respect to any Credit Party (a) the declaration or payment of any dividend or the incurrence of any liability to make any other payment or distribution of cash or other property or assets in respect of Stock; (b) any payment on account of the purchase, redemption, defeasance, sinking fund or other retirement of such Credit Party's Stock or any other payment or distribution made in respect thereof, either directly or indirectly; (c) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire Stock of such Credit Party now or hereafter outstanding; (d) any payment of a claim for the rescission of the purchase or sale of, or for material damages arising from the purchase or sale of, any shares of such Credit Party's Stock or of a claim for reimbursement, indemnification or contribution arising out of or related to any such claim for damages or rescission; (e) any payment, loan, contribution, or other transfer of funds or other property to any Stockholder of such Credit Party other than payment of compensation in the ordinary course of business to Stockholders who are employees of such Person; and (f) any payment of management fees (or other fees of a similar nature) by such Credit Party to any Stockholder of such Credit Party or its Affiliates.

        " Revolver Eligible Inventory " means all Revolver Inventory consisting of (i) crude oil, gasoline, distillates, and heating oils, kerosene, other salable fuel products, salable slurry and coke and hydro carbon based refinery work in process, (ii) natural gas liquids, including, without limitation, natural gasoline, isobutane, normal butane, refinery grade butane, propane, and ethane, and (iii) ammonia, Urea Ammonium Nitrate; provided that Revolver Eligible Inventory shall not include unit fills and tank heels (other than salable slurry and coke), coal, sulfur, sulfur oil, asphalt and demeth mix.

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        " Revolver Inventory " means all Inventory consisting of (i) petroleum and petroleum based products including, without limitation, crude oil, gasoline, distillates, heating oils, kerosene, other fuel products, refinery feedstocks, refinery work in process, refinery by-products, refining intermediate products, refinery finished products, (ii) natural gas liquids, including, without limitation, natural gas, natural gasoline, isobutane, normal butane, refinery grade butane, propane, ethane, demeth mix, (iii) ammonia, Urea Ammonium Nitrate and related by-products and work-in -process, (iv) unit fills, coke, coal, sulfur, sulfur oil, asphalt, slurry, and (v) rhodium, platinum and rhenium of all types (whether or not included in catalyst or Equipment of any Credit Party) and (vi) WIP gauze of all types; provided that Revolver Inventory shall in no event include any Excluded Inventory; provided, additionally however, that for purposes of clarity, all items of Inventory which are incorporated into or used to package any such Revolver Inventory shall be deemed to constitute Revolver Inventory once so incorporated into or used in packaging any Revolver Inventory.

        " Revolver Loan Account " has the meaning ascribed to it in Section 2.10 .

        " Revolver Primary Collateral " means all Accounts, Revolver Inventory and all Proceeds thereof, including without limitation, all cash, Cash Equivalents, Instruments, Chattel Paper, General Intangibles, letters of credit, insurance proceeds and/or Investment Property arising from any Accounts and Revolver Inventory.

        " Revolver Secured Parties " shall mean the Administrative Agent, and the Revolving Lenders shall include, without limitation, all former Revolving Lenders to the extent that any Obligations owing to such Persons were incurred while such Persons were Revolving Lenders or Eligible Hedge Counterparties and such Obligations have not been paid or satisfied in full.

        " Revolving Credit Advance " has the meaning ascribed to it in Section 2.1(a)(i) .

        " Revolving Lenders " means, as of any date of determination, Lenders having a Revolving Loan Commitment.

        " Revolving Loan " means, at any time, the sum of (i) the aggregate amount of Revolving Credit Advances outstanding to Borrowers plus (ii) the aggregate Letter of Credit Obligations incurred on behalf of Borrowers. Unless the context otherwise requires, references to the outstanding principal balance of the Revolving Loan shall include the outstanding balance of Letter of Credit Obligations.

        " Revolving Loan Commitment " means (a) as to any Revolving Lender, the aggregate commitment of such Revolving Lender to make Revolving Credit Advances or incur Letter of Credit Obligations as set forth on Annex B to the Agreement or in the most recent Assignment Agreement executed by such Revolving Lender and (b) as to all Revolving Lenders, the aggregate commitment of all Revolving Lenders to make Revolving Credit Advances or incur Letter of Credit Obligations, which aggregate commitment shall be Seventy-Five Million Dollars ($75,000,000) on the Closing Date, as such amount may be adjusted, if at all, from time to time in accordance with the Agreement.

        " Revolving Loan Commitment Termination Date " means the earliest of (a) May 10, 2009, (b) the date of termination of Lenders' obligations to make Advances and to incur Letter of Credit Obligations or permit existing Loans to remain outstanding pursuant to Section 9.2(b) , and (c) the date of indefeasible prepayment in full by Borrowers of the Revolving Loans and the cancellation and return (or stand-by guarantee) of all Letters of Credit or the cash collateralization of all Letter of Credit Obligations pursuant to Section 2.2 , and the permanent reduction of all Commitments to zero dollars ($0).

        " Revolving Note " has the meaning ascribed to it in Section 2.1(a)(ii) .

        " Revolving Obligations " means any Obligations in respect of Advances, Revolving Loan and Revolving Loan Commitments.

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        " Revolving Register " has the meaning ascribed to it in Section 10.1(a) .

        " Sale Order " means the order of the United States Bankruptcy Court for the Western District of Missouri (Kansas City), authorizing, pursuant to Section 363 of the Bankruptcy Code, the sale of the Transferred Assets, free and clear of all liens, claims, liabilities, encumbrances and interests (except for liens acceptable to Administrative Agent in its sole discretion).

        " Schedules " means the Schedules prepared by the Borrowers and denominated as Schedules 2.4 through 7.7 in the Index to the Agreement.

        " Secured Parties " shall mean the Revolver Secured Parties and Term Secured Parties.

        " Security Agreement " means the Security Agreement of even date herewith entered into in favor of Administrative Agent, on behalf of itself and Revolver Secured Parties or in favor of Term Agent, on behalf of itself and Term Secured Parties by each Credit Party.

        " Seller " means Farmland Industries, Inc., a Kansas corporation and debtor-in-possession.

        " Selling Corporation " means in the case of an Asset Sale the one of either (i) Coffeyville Nitrogen Fertilizers, Inc. or (ii) Coffeyville Refining & Marketing, Inc. selling some or all of its assets in such Asset Sale.

        " Separation Lines " means the legal boundaries between the tracts of land that encompass the Coffeyville Refinery and the Coffeyville Nitrogen Plant, as depicted by the Demarcation.

        " Settlement Period " has the meaning ascribed to it in Section 10.9(b) .

        " Shared Collateral " means all Hedging Contracts, all accounts to which one or more Hedging Contracts are credited, all cash collateral provided to secure obligations under one or more Hedging Contracts and all accounts to which such cash collateral is credited), all tax refunds, all insurance premium refunds, all other deposits securing obligations owing by one or more Credit Parties and the Proceeds of any or all of the foregoing.

        " Software " means all "software" as such term is defined in the Code, now owned or hereafter acquired by any Credit Party, other than software embedded in any category of Goods, including all computer programs and all supporting information provided in connection with a transaction related to any program.

        " Solvent " means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person; (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay as such debts and liabilities mature; and (d) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such Person's property would constitute an unreasonably small capital. The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that can be reasonably be expected to become an actual or matured liability.

        " SPC " has the meaning ascribed to it in Section 10.1(g) .

        " Stock " means all shares, options, warrants, general or limited partnership interests, membership interests or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting, including common stock, preferred stock or any other "equity security" (as such term is defined in Rule 3a11-1 of the General Rules and

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Regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934).

        " Stockholder " means, with respect to any Person, each holder of Stock of such Person.

        " Stockholder Tax " shall be an amount equal to the product of (i) the Tax Rate and (ii) the excess of the proceeds of the Stock Sale payable to Holdings over Holdings' adjusted basis for Federal income tax purposes in the stock of the Acquired Corporation.

        " Stock Sale " means a Major Asset Disposal that is a sale of (i) the stock of Coffeyville Nitrogen Fertilizers, Inc. or (ii) the stock of Coffeyville Refining & Marketing, Inc.

        " Stock Sale Tentative Repayment Amount " shall be an amount equal to the aggregate cash proceeds, whether paid to Holdings or to the Lender as described in Section 2.3, of such sale, minus (1) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (in each case, paid to non-Affiliates), (2) transfer taxes (to the extent paid or payable), (3) an amount equal to the amount of the Replacement EPA Cash Collateral required to be posted by any Credit Party as a result of such Major Asset Disposal, (4) amounts payable to holders of senior Liens on such asset (to the extent such Liens constitute Permitted Encumbrances hereunder), if any and (5) an amount equal to the amount of outstanding Revolving Loans required to be prepaid in connection with such Material Asset Disposal in connection with Section 7.8(D).

        " Subordinated Debt Documents " means, collectively, (a) the Subordinated Demand Note executed by Coffeyville Pipeline, Inc. in favor of Holdings in the original principal amount of $237,000, (b) the Subordinated Demand Note executed by Coffeyville Refining & Marketing, Inc. in favor of Holdings in the original principal amount of $23,226,000, (c) the Subordinated Demand Note executed by Coffeyville Nitrogen Fertilizers, Inc. in favor of Holdings in the original principal amount of $23,226,000, (d) the Subordinated Demand Note executed by Coffeyville Crude Transportation, Inc. in favor of Holdings in the original principal amount of $474,000 and (e) the Subordinated Demand Note executed by Coffeyville Terminal, Inc. in favor of Holdings in the original principal amount of $237,000, in each case dated March 3, 2004.

        " Subordinated Indebtedness " means on balance sheet Indebtedness incurred to finance Capital Expenditures (i) in an aggregate principal amount not to exceed $5,000,000 and (ii) which is subordinated to the Obligations in a manner and pursuant to documentation acceptable to the Administrative Agent and Requisite Lenders.

        " Subsidiary " means, with respect to any Person, (a) any corporation of which an aggregate of more than 50% of the outstanding Stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, Stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially by such Person or one or more Subsidiaries of such Person, or with respect to which any such Person has the right to vote or designate the vote of 50% or more of such Stock whether by proxy, agreement, operation of law or otherwise, and (b) any partnership or limited liability company in which such Person and/or one or more Subsidiaries of such Person shall have an interest (whether in the form of voting or participation in profits or capital contribution) of more than 50% or of which any such Person is a general partner or may exercise the powers of a general partner. Unless the context otherwise requires, each reference to a Subsidiary shall be a reference to a Subsidiary of a Borrower.

        " Supporting Obligations " means all "supporting obligations" as such term is defined in the Code, including letters of credit and guaranties issued in support of Accounts, Chattel Paper, Documents, General Intangibles, Instruments, or Investment Property.

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        " Syndication Agent " has the meaning assigned to that term in the preamble of this Agreement.

        " Taxes " means taxes, levies, imposts, deductions, Charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on or measured by the net income of Administrative Agent or a Lender by the jurisdictions under the laws of which Administrative Agent and Lenders are organized or conduct business or any political subdivision thereof.

        " Tax Rate " means the higher of (i) the highest tax rate applicable to corporations doing business exclusively in New York City and (ii) highest marginal tax rates for an individual resident in New York City applicable to ordinary income, qualified dividend income, or capital gains, as appropriate, taking into account the holding period of the limited liability company property disposed of and the year in which the taxable net income is recognized by the limited liability company, and in each case taking into account the deductibility of state and local income taxes as applicable at the time for United States federal income tax purposes and any limitations thereon including pursuant to Section 68 of the IRC.

        " Term Agent " means Credit Suisse First Boston, acting through its Cayman Islands Branch, in its capacity as administrative agent for the Term Secured Parties.

        " Term Agent Expenses " has the meaning ascribed to it in Section 10.6 .

        " Term Agent Indemnified Items " has the meaning ascribed to it in Section 10.6 .

        " Term Lenders " means those Lenders having Term Loan Commitments.

        " Term Loan " has the meaning assigned to it in Section 2.1(b)(i) .

        " Term Loan Account " has the meaning ascribed to it in Section 2.10 .

        " Term Loan Commitment " means (a) as to any Term Lender with a Term Loan Commitment, the commitment of such Term Lender to make its Pro Rata Share of the Term Loan as set forth on Annex B to the Agreement or in the most recent Assignment Agreement executed by such Term Lender, and (b) as to all Term Lenders with a Term Loan Commitment, the aggregate commitment of all Term Lenders to make the Term Loan, which aggregate commitment shall be One Hundred Fifty Million Dollars ($150,000,000) on the Closing Date. After advancing the Term Loan, each reference to a Term Lender's Term Loan Commitment shall refer to that Lender's Pro Rata Share of the outstanding Term Loan.

        " Term Maturity Date " means the earliest of (a) May 10, 2010, (b) the date of termination of Term Lenders' obligations to permit existing Term Loans to remain outstanding pursuant to Section 9.2(b) .

        " Term Obligations " means any Obligations in respect of Term Loan, Term Loan Commitments and Hedging Contracts provided by any Term Lender or any Affiliate thereof.

        " Term Note " has the meaning assigned to it in Section 2.1(b)(i) .

        " Term Primary Collateral " means all Collateral, other than the Revolver Primary Collateral.

        " Term Register " has the meaning ascribed to it in Section 10.1(a) .

        " Term Secured Parties " shall mean the Term Agent and the Term Lenders and their respective Affiliates and shall include, without limitation, all former Term Lenders to the extent that any Obligations owing to such Persons were incurred while such Persons were Term Lenders and such Obligations have not been paid or satisfied in full.

        " Terminal " means Coffeyville Resources Terminal, LLC, a Delaware limited liability company.

        " Terminal Borrowing Base " means, as of any date of determination by Administrative Agent, from time to time, an amount equal to the sum at such time of:

•         (a)   80% of the book value of Terminal's Eligible Accounts; and

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•         (b)   75% of the book value of Terminal's Eligible Inventory valued at the lower of cost (determined on a first-in, first-out basis) or Market Price in each case, less any Reserves established by Administrative Agent at such time.

        " Termination Date " means the date on which (a) the Loans have been indefeasibly repaid in full, (b) all other Obligations under the Agreement and the other Loan Documents have been completely discharged (c) all Letter of Credit Obligations have been cash collateralized, canceled or backed by standby letters of credit in accordance with Section 2.2 , and (d) none of the Borrowers shall have any further right to borrow any monies under the Agreement.

        " Title IV Plan " means a Pension Plan (other than a Multiemployer Plan), that is subject to Title IV of ERISA or Section 412 of the IRC, and that any Credit Party or ERISA Affiliate maintains, contributes to or has an obligation to contribute to on behalf of participants who are or were employed by any of them.

        " TKI Agreement " means that certain Sulfur Processing Agreement between Farmland Industries, Inc. and Tessenderlo Kerley, Inc., dated October 2, 1996, as amended, including all attachments and exhibits thereto, together with that certain Phase II Sulfur Processing Agreement between Farmland Industries, Inc. and Tessenderlo Kerley, Inc., dated November 13, 1998, as amended, including all attachments and exhibits thereto.

        " Total Debt " means at any time, without duplication, all Indebtedness, Guaranteed Indebtedness and Lease Expenses of Borrowers and their Subsidiaries on a consolidated basis at such time, other than reimbursement obligations with respect to letters of credit to the extent such reimbursement obligations are fully cash collateralized as permitted by Section 6.7 and, to the extent included in Total Debt, any Indebtedness, if any, evidenced by the Refinery Revenue Bonds.

        " Trademark Security Agreements " means the Trademark Security Agreements made in favor of Administrative Agent, on behalf of itself and Revolver Secured Parties or in favor of Term Agent, on behalf of itself and Term Secured Parties, by each applicable Credit Party.

        " Trademark License " means rights under any written agreement now owned or hereafter acquired by any Credit Party granting any right to use any Trademark.

        " Trademarks " means all of the following now owned or hereafter existing or adopted or acquired by any Credit Party: (a) all trademarks, trade names, corporate names, business names, trade styles, service marks, logos, other source or business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles of like nature (whether registered or unregistered), all registrations and recordings thereof, and all applications in connection therewith, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state or territory thereof, or any other country or any political subdivision thereof; (b) all reissues, extensions or renewals thereof; and (c) all goodwill associated with or symbolized by any of the foregoing.

        " Transferred Assets " has the meaning assigned to it in the Acquisition Agreement as of the date hereof.

        " Transportation " means Coffeyville Resources Terminal, LLC, a Delaware limited liability company.

        " Transportation Borrowing Base " means, as of any date of determination by Administrative Agent, from time to time, an amount equal to the sum at such time of:

•         (a)   80% of the book value of Transportation's Eligible Accounts; and

          (b)   75% of the book value of Transportation's Eligible Inventory valued at the lower of cost (determined on a first-in, first-out basis) or Market Price; in each case, less any Reserves established by Administrative Agent at such time.

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        " Unfunded Pension Liability " means, at any time, the aggregate amount, if any, of the sum of (a) the amount by which the present value of all accrued benefits under each Title IV Plan exceeds the fair market value of all assets of such Title IV Plan allocable to such benefits in accordance with Title IV of ERISA, all determined as of the most recent valuation date for each such Title IV Plan using the actuarial assumptions for funding purposes in effect under such Title IV Plan, and (b) for a period of five (5) years following a transaction which might reasonably be expected to be covered by Section 4069 of ERISA, the liabilities (whether or not accrued) that could be avoided by any Credit Party or any ERISA Affiliate as a result of such transaction.

        Rules of construction with respect to accounting terms used in the Agreement or the other Loan Documents shall be as set forth in Section 7.10 . All other undefined terms contained in any of the Loan Documents shall, unless the context indicates otherwise, have the meanings provided for by the Code to the extent the same are used or defined therein; in the event that any term is defined differently in different Articles or Divisions of the Code, the definition contained in Article or Division 9 shall control. Unless otherwise specified, references in the Agreement or any of the Appendices to a Section, subsection or clause refer to such Section, subsection or clause as contained in the Agreement. The words "herein," "hereof" and "hereunder" and other words of similar import refer to the Agreement as a whole, including all Annexes, Exhibits and Schedules, as the same may from time to time be amended, restated, modified or supplemented, and not to any particular section, subsection or clause contained in the Agreement or any such Annex, Exhibit or Schedule.

        Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter genders. The words "including", "includes" and "include" shall be deemed to be followed by the words "without limitation"; the word "or" is not exclusive; references to Persons include their respective successors and assigns (to the extent and only to the extent permitted by the Loan Documents) or, in the case of governmental Persons, Persons succeeding to the relevant functions of such Persons; and all references to statutes and related regulations shall include any amendments of the same and any successor statutes and regulations. Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of any Credit Party, such words are intended to signify that such Credit Party has actual knowledge or awareness of a particular fact or circumstance or that such Credit Party, if it had exercised reasonable diligence, would have known or been aware of such fact or circumstance.

2.     AMOUNT AND TERMS OF CREDIT

        2.1     Credit Facilities .    

•         (a)     Revolving Credit Facility .    

  •         (i)    Subject to the terms and conditions hereof, each Revolving Lender agrees to make available to Borrowers from time to time from the day following the Closing Date until the Revolving Loan Commitment Termination Date its Pro Rata Share of advances (each, a " Revolving Credit Advance "). The Pro Rata Share of the Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Revolving Loan Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a) ; provided that the amount of any Revolving Credit Advance to be made at any time shall not exceed Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves imposed by Administrative Agent in its reasonable credit judgment. Moreover, the sum of the Revolving Loan outstanding to any Borrower shall not exceed at any time that Borrower's separate Borrowing Base. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to one of the representatives of Administrative Agent identified in Schedule 2.1 at the address

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• • specified therein. Any such notice must be given no later than (1) 1:00 p.m. (New York City time) on the date of the proposed Revolving Credit Advance, in the case of an Index Rate Loan, or (2) 1 p.m. (New York City time) on the date which is three (3) Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a " Notice of Revolving Credit Advance ") must be given in writing (by telecopy, overnight courier or, if acceptable to the Administrative Agent, email) substantially in the form of Exhibit 2.1(a)(i) (or such other form as may be deemed acceptable to Administrative Agent), and shall include such information required in such Exhibit and/or such other information as may be required by Administrative Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, Borrower Representative must comply with Section 2.5(e) .

            (ii)   To the extent requested under Section 2.10 , each Borrower shall execute and deliver to each Revolving Lender a note to evidence the Revolving Loan Commitment of that Revolving Lender. Each note shall be in the principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit 2.1(a)(ii) (each a " Revolving Note " and, collectively, the " Revolving Notes "). Each Revolving Note shall represent the obligation of the applicable Borrower to pay the amount of the applicable Revolving Lender's Revolving Loan Commitment or, if less, such Revolving Lender's Pro Rata Share of the aggregate unpaid principal amount of all Revolving Credit Advances to such Borrower together with interest thereon as prescribed in Section 2.5 . The entire unpaid balance of the aggregate Revolving Loan and all other non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Revolving Loan Commitment Termination Date.

            (iii)  Anything in this Agreement to the contrary notwithstanding, at the request of Borrower Representative (which request the Borrower Representative covenants and agrees that it shall not make unless (i) the Borrowers do not then own any applicable cash or Cash Equivalents and (ii) the Borrowers have made all reasonable efforts to obtain the applicable funds from alternative sources, Administrative Agent may in its discretion (but shall have absolutely no obligation to), make Revolving Credit Advances to Borrowers on behalf of Revolving Lenders in amounts that cause the outstanding balance of the aggregate Revolving Loan to exceed the Aggregate Borrowing Base or which cause the outstanding balance of the Revolving Loan owing by any Borrower to exceed that Borrower's separate Borrowing Base (any such excess Revolving Credit Advances are herein referred to collectively as " Overadvances "); provided that (A) no such event or occurrence shall cause or constitute a waiver of Administrative Agent's or Revolving Lenders' right to refuse to make any further Overadvances or Revolving Credit Advances, or incur any Letter of Credit Obligations, as the case may be, at any time that an Overadvance exists, and (B) no Overadvance shall result in a Default or Event of Default based on Borrowers' failure to comply with Section 2.3(b)(i) for so long as Administrative Agent permits such Overadvance to be outstanding, but solely with respect to the amount of such Overadvance. In addition, Revolving Credit Advances, Letters of Credit and/or Overadvances (subject in the case of Overadvances to the immediately preceding sentence) may be made and/or issued even if the conditions to lending set forth in Section 3 have not been met (collectively " Optional Extensions of Credit "), subject to the right of the Requisite Revolving Lenders to prospectively revoke the Administrative Agent's and/or Revolving Lenders' right to continue such Optional Extensions of Credit by providing written notice to Administrative Agent. All Overadvances shall constitute Index Rate Loans, shall bear interest at the Default Rate and shall be payable on the earlier of five (5) Business Days following demand or the Revolving Loan Commitment Termination Date. The authority of Administrative Agent to make Overadvances is limited to an aggregate amount not to exceed $7,500,000 at any time, shall not cause the aggregate Revolving Loan to exceed the Maximum

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• • Amount, and may be revoked prospectively by a written notice to Administrative Agent signed by Requisite Revolving Lenders.

          (b)     Term Loan .    

  •         (i)    Subject to the terms and conditions hereof, each Term Lender agrees to make a term loan (collectively, the " Term Loan ") on the Closing Date to each Borrower in the amount of that Borrower's Ratable Share (defined below) of the applicable Term Lender's Term Loan Commitment. The Term Loan shall be made on notice by Borrower Representative on behalf of the applicable Borrower to one of the representatives of Term Agent identified in Schedule 2.1 at the address specified therein. Any such notice must be given no later than (1) 1:00 p.m. (New York City time) on the Closing Date, in the case of an Index Rate Loan, or (2) 1 p.m. (New York City time) on the date which is three (3) Business Days prior to the Closing Date, in the case of a LIBOR Loan. Each such notice (a " Notice of Term Loan Borrowing ") must be given in writing (by telecopy, overnight courier or, if acceptable to the Term Agent, email) substantially in the form of Exhibit 2.1(b)(i) (or such other form as may be deemed acceptable to Term Agent), and shall include such information required in such Exhibit and/or such other information as may be required by Term Agent. The obligations of each Term Lender hereunder shall be several and not joint. To the extent requested under Section 2. 10, each such Term Loan shall be evidenced by a promissory note substantially in the form of Exhibit 2.1(b)(ii) (each a " Term Note " and collectively the " Term Notes" ), and all of the Borrowers shall jointly execute and deliver the Term Note to the applicable Term Lender. Each Term Note shall represent the obligation of each Borrower to pay its Ratable Share of the applicable Term Lender's Term Loan Commitment, together with interest thereon as prescribed in Section 2.5 . The aggregate principal amount of the Term Loan advanced to each Borrower shall be the primary obligation of that Borrower (but shall also be guaranteed by all other Borrowers pursuant to Section 13 ) and is referred to herein as that Borrower's "Ratable Share." Each Borrower's Ratable Share of the Term Loan Commitment expressed in Dollars and as a percentage of the whole is set forth in Schedule 2.1(b) hereto.

            (ii)   The Borrowers may make only one borrowing under the Term Loan which shall be on the Closing Date. The aggregate outstanding principal balance of the Term Loan shall be due and payable in full in immediately available funds on the Term Maturity Date, if not sooner paid in full. Any amount borrowed under this Section 2.1(b) and subsequently repaid or prepaid may not be reborrowed.

            (iii)  Each payment of principal with respect to the Term Loan shall be paid to Term Agent for the ratable benefit of each Term Lender making a Term Loan, ratably in proportion to each such Term Lender's respective Term Loan Commitment.

            (iv)   Scheduled Payments of Term Loans . The Borrowers shall pay to the Term Agent, on the dates set forth below (each such date a " Repayment Date "), for the account of the Term Lenders, a principal amount of the Term Loans (as adjusted from time to time pursuant to Sections 2.3(a) , 2.3(b) and 2.3(c) ) equal to the amount set forth below for such date, together

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• • 
    

    in each case with accrued and unpaid interest and Fees on the amount to be paid to but excluding the date of such payment:

•         (c)     Reliance on Notices; Appointment of Borrower Representative .    Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Revolving Credit Advance, Notice of Conversion/Continuation or similar notice believed by Agents to be genuine. The Agents may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for the Agents has actual knowledge to the contrary. Each Borrower hereby designates Refining as its representative and agent on its behalf for the purposes of issuing Notices of Revolving Credit Advances, the Notice of Term Loan Borrowing and Notices of Conversion/Continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Loan Documents. Borrower Representative hereby accepts such appointment. The Agents and each Lender may regard any notice or other communication pursuant to any Loan Document from Borrower Representative as a notice or communication from all Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder to Borrower Representative on behalf of such Borrower or Borrowers. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

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        2.2     Letters of Credit .    

•         (a)     Issuance .    Subject to the terms and conditions hereof, Administrative Agent agrees, for the ratable risk of each Revolving Lender according to its Pro Rata Share, to provide for or arrange for, from time to time prior to the Revolving Loan Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letters of Credit to be issued by a bank or other legally authorized Person selected by or acceptable to Administrative Agent in its sole discretion (each, an " L/C Issuer ") for such Borrower's account and guaranteed by Administrative Agent; provided , that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Administrative Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Administrative Agent, as more fully described in Section 2.2(b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) (x) until the second anniversary following the Closing Date, Thirty Million Dollars ($30,000,000) and (y) thereafter, Fifty Million Dollars ($50,000,000) (the " L/C Sublimit ") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances to such Borrower. No such Letter of Credit shall have an expiry date that is more than one year following the date of issuance thereof, unless otherwise determined by the Administrative Agent, in its sole discretion (including with respect to customary evergreen provisions), and neither Administrative Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the fifth Business Day that is prior to the Revolving Loan Commitment Termination Date. In addition, in no event shall Administrative Agent have any obligation to provide or arrange for any Letter of Credit if any order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, or any law, rule or regulation applicable to money center banks generally or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed L/C Issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit.

          (b)      (i)     Advances Automatic; Participations .    In the event that Administrative Agent or any Revolving Lender shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Credit Advance to the applicable Borrower under Section 2.1(a) of the Agreement regardless of whether a Default or Event of Default has occurred and is continuing and notwithstanding any Borrower's failure to satisfy the conditions precedent set forth in Section 3 , and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with the Agreement. The failure of any Revolving Lender to make available to Administrative Agent for Administrative Agent's own account its Pro Rata Share of any such Revolving Credit Advance or payment by Administrative Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available to Administrative Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender's Pro Rata Share of any such payment.

  •         (ii)   If it shall be illegal or unlawful for any Borrower to incur Revolving Credit Advances as contemplated by paragraph (b)(i) above because of an Event of Default described in

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• • Sections 9.1(h) or (i) or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Revolving Lender, then (A) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Administrative Agent (or such L/C Issuer, as the case may be) an undivided interest and participation equal to such Revolving Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Administrative Agent (or such L/C Issuer, as the case may be) an undivided interest and participation in such Revolving Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance. Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit in the same manner as provided in the Agreement with respect to Revolving Credit Advances.

          (c)     Cash Collateral .    

  •         (i)    If Borrowers are required to provide cash collateral for any Letter of Credit Obligations pursuant to the Agreement, including Section 9.2 of the Agreement, prior to the Revolving Loan Commitment Termination Date, each Borrower will pay to Administrative Agent for the ratable benefit of itself and Revolving Lenders cash or cash equivalents acceptable to Administrative Agent (" Cash Equivalents ") in an amount equal to 105% of the maximum amount then available to be drawn under each applicable Letter of Credit outstanding for the benefit of such Borrower. Such funds or Cash Equivalents shall be held by Administrative Agent in a cash collateral account (the " Cash Collateral Account ") maintained at a bank or financial institution acceptable to Administrative Agent. The Cash Collateral Account shall be in the name of the applicable Borrower and shall be pledged to, and subject to the control of, Administrative Agent, for the benefit of Administrative Agent and Lenders, in a manner satisfactory to Administrative Agent. Each Borrower hereby pledges and grants to Administrative Agent, on behalf of itself and Lenders, a security interest in all such funds and Cash Equivalents held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the Letter of Credit Obligations and other Obligations, whether or not then due. This Agreement shall constitute a security agreement under applicable law.

            (ii)   If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Revolving Loan Commitment Termination Date, Borrowers shall either (A) provide cash collateral therefor in the manner described above, or (B) cause all such Letters of Credit and guaranties thereof, if any, to be canceled and returned, or (C) deliver a stand-by letter (or letters) of credit in guaranty of such Letter of Credit Obligations, which stand-by letter (or letters) of credit shall be of like tenor and duration (plus thirty (30) additional days) as, and in an amount equal to 105% of, the aggregate maximum amount then available to be drawn under, the Letters of Credit to which such outstanding Letter of Credit Obligations relate and shall be issued by a Person, and shall be subject to such terms and conditions, as are be satisfactory to Administrative Agent in its sole discretion.

            (iii)  From time to time after funds are deposited in the Cash Collateral Account by any Borrower, whether before or after the Revolving Loan Commitment Termination Date, Administrative Agent may apply such funds or Cash Equivalents then held in the Cash Collateral Account to the payment of any amounts, and in such order as Administrative Agent may elect, as shall be or shall become due and payable by such Borrower to Administrative Agent and Lenders with respect to such Letter of Credit Obligations of such Borrower and,

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• • 
    

    upon the satisfaction in full of all Letter of Credit Obligations of such Borrower, to any other Obligations of any Borrower then due and payable.

            (iv)  No Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds or Cash Equivalents held in the Cash Collateral Account, except that upon the termination of all Letter of Credit Obligations and the payment of all amounts payable by Borrowers to Administrative Agent and Lenders in respect thereof, any funds remaining in the Cash Collateral Account shall be applied to other Obligations then due and owing and upon payment in full of such Obligations, any remaining amount shall be paid to Borrowers or as otherwise required by law. Interest earned on deposits in the Cash Collateral Account shall be held as additional collateral.

          (d)     Fees and Expenses .    Borrowers agree to pay to Administrative Agent for the benefit of Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) all costs and expenses incurred by Administrative Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each month during which any Letter of Credit Obligation shall remain outstanding, a letter of credit fee (the " Letter of Credit Fee ") in an amount equal to one and one-half of one percent (1.5%) per annum, multiplied by the maximum amount available from time to time to be drawn under the applicable Letter of Credit. Such Letter of Credit fee shall be paid to Administrative Agent for the benefit of the Revolving Lenders in arrears, on the first day of each month and on the Revolving Loan Commitment Termination Date. Borrowers also agree to pay to Administrative Agent, for the sole account of the Administrative Agent, for each month during which any Letter of Credit Obligation shall remain outstanding, a letter of credit administration fee (the " L/C Administration Fee ") in an amount equal to (a) one half of one percent (0.50%) per annum multiplied by the maximum amount available from time to time to be drawn under each applicable standby Letter of Credit and (b) one and one-half of one percent (1.5%) per annum multiplied by the maximum amount available from time to time to be drawn under each Letter of Credit which does not constitute a standby Letter of Credit. Such L/C Administration Fee shall be paid to Administrative Agent for the sole benefit of Administrative Agent in arrears, on the first day of each month and on the Revolving Loan Commitment Termination Date. In addition, Borrowers shall pay to any L/C Issuer, on demand, such fees (including all per annum fees), charges and expenses of such L/C Issuer in respect of the issuance, negotiation, acceptance, amendment, transfer and payment of such Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is issued.

          (e)     Request for Incurrence of Letter of Credit Obligations .    Borrower Representative shall give Administrative Agent at least three (3) Business Days' prior written notice requesting the incurrence of any Letter of Credit Obligation. The notice shall be accompanied by the form of the Letter of Credit (which shall be acceptable to the L/C Issuer) and such completed and executed applications, reimbursement agreements and other documents as Administrative Agent and the LC Issuer shall require, each in form and substance satisfactory to the Administrative Agent, the LC Issuer and Borrower Representative. Notwithstanding anything contained herein to the contrary, Letter of Credit applications by Borrower Representative and approvals by Administrative Agent and the L/C Issuer may be made and transmitted pursuant to electronic codes and security measures mutually agreed upon and established by and among Borrower Representative, Administrative Agent and the L/C Issuer.

          (f)     Obligation Absolute .    The obligation of Borrowers to reimburse Administrative Agent and Revolving Lenders for payments made with respect to any Letter of Credit Obligation shall be absolute, unconditional and irrevocable, without necessity of presentment, demand, protest or other formalities, and the obligations of each Revolving Lender to make payments to Administrative Agent with respect to Letters of Credit shall be unconditional and irrevocable. Such

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• 
  

  obligations of Borrowers and Revolving Lenders shall be paid strictly in accordance with the terms hereof under all circumstances including the following:

  •         (i)    any lack of validity or enforceability of any Letter of Credit or the Agreement or the other Loan Documents or any other agreement;

            (ii)   the existence of any claim, setoff, defense or other right that any Borrower or any of their respective Affiliates or any Lender may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), Administrative Agent, any Lender, or any other Person, whether in connection with the Agreement, the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (including any underlying transaction between any Borrower or any of its respective Affiliates and the beneficiary for which the Letter of Credit was procured);

            (iii)  any draft, demand, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

            (iv)  payment by Administrative Agent (except as otherwise expressly provided in paragraph (g)(ii)(C) below) or any L/C Issuer under any Letter of Credit or guaranty thereof against presentation of a demand, draft or certificate or other document that does not comply with the terms of such Letter of Credit or such guaranty;

            (v)   any other circumstance or event whatsoever, that is similar to any of the foregoing; or

            (vi)  the fact that a Default or an Event of Default has occurred and is continuing.

          (g)     Indemnification; Nature of Administrative Agent and Lenders' Duties .    

  •         (i)    In addition to amounts payable as elsewhere provided in the Agreement, Borrowers hereby agrees to pay and to protect, indemnify, and save harmless Administrative Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counsel) that Administrative Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or guaranty thereof, or (B) the failure of Administrative Agent or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty thereof as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of the Administrative Agent or such Lender (as finally determined by a court of competent jurisdiction).

            (ii)   As between Administrative Agent and any Lender and Borrowers, Borrowers assume all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries, of any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law, neither Administrative Agent nor any Lender shall be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (C) failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under such Letter of Credit; provided , that in the case of any payment by Administrative Agent under any Letter of Credit or guaranty thereof, Administrative Agent shall be liable to the extent such payment was made

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    solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Letter of Credit or guaranty thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty thereof; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they may be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Letter of Credit or guaranty thereof or of the proceeds thereof; (G) the credit of the proceeds of any drawing under any Letter of Credit or guaranty thereof; and (H) any consequences arising from causes beyond the control of Administrative Agent or any Lender. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent's or any Lender's rights or powers hereunder or under the Agreement.

            (iii)  Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrowers in favor of any L/C Issuer in any letter of credit application, reimbursement agreement or similar document, instrument or agreement between or among Borrowers and such L/C Issuer.

            (iv)  Neither Administrative Agent nor any Lender shall have any duties, liabilities or obligations to incur any Letter of Credit Obligation, or be liable in any manner to any Borrower for the failure to incur any Letter of Credit Obligation, in each case to the extent that Administrative Agent has been unable to cause an L/C Issuer to issue a Letter of Credit meeting the requirements of Section 2.2(e) above after using commercially reasonable best efforts to cause such Letter of Credit to be issued.

        2.3     Prepayments .    

•         (a)     Voluntary Prepayments .    Borrowers may at any time on at least three (3) Business Days' prior written notice by Borrower Representative to the Agents voluntarily prepay, all or part of the Term Loans; provided that any such prepayments shall be in a minimum amount of $250,000 and integral multiples of $250,000 in excess of such amount and shall be accompanied by payment of all fees required to be paid pursuant to Section 2.7(c) ; provided additionally that no such prepayment, other than in connection with the payment in full of all Obligations and termination of all Commitments, shall be made unless: (i) Administrative Agent shall have received an officer's certificate and accompanying financial information demonstrating after giving pro forma effect to such prepayment that Borrowing Availability shall not be less than $15,000,000 for the thirty (30) day period immediately preceding the date of the proposed payment (assuming such prepayment was made on the first day of such prior thirty (30) day period), and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such prepayment. In addition, Borrowers may at any time after Borrowers have prepaid all of the Term Loans and on at least three (3) Business Days' prior written notice by Borrower Representative to the Agents terminate all of the Revolving Loan Commitment; provided that upon such termination, all Revolving Loans and other Obligations owing to the Revolving Lenders shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Section 2.2 ; provided further that following a Major Asset Disposal, Borrowers may permanently reduce the Revolving Loan Commitment to an amount not less than $37,500,000 upon three (3) Business Days notice by Borrower Representative to Agents so long as the outstanding principal amount of the aggregate Revolving Loan would not exceed the lesser of any Borrowing Base and the Maximum Amount at the time of such proposed reduction. Any such voluntary prepayment of Term Loans or termination or partial permanent reduction of the Revolving Loan Commitments must be accompanied by the payment of the Fee required by Section 2.7(c) , if any. Upon any such prepayment and termination of the Revolving Loan

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• Commitment, each Borrower's right to request Revolving Credit Advances or request that Letter of Credit Obligations be incurred on its behalf shall simultaneously be terminated.

          (b)     Mandatory Prepayments .    

  •         (i)    If at any time the aggregate outstanding balances of the Revolving Loan exceed the lesser of (A) the Maximum Amount and (B) the Aggregate Borrowing Base, Borrowers shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 2.2 to the extent required to eliminate such excess. Furthermore, if, at any time, the outstanding balance of the Revolving Loan of any Borrower exceeds that Borrower's separate Borrowing Base, the applicable Borrower shall immediately repay its Revolving Credit Advances in the amount of such excess (and, if necessary, shall provide cash collateral for its Letter of Credit Obligations as described above), other than to the extent such excess constitutes an Overadvance. Notwithstanding the foregoing, any Overadvance made pursuant to Section 2.1(a)(iii) shall be repaid in accordance with Section 2.1(a)(iii) .

            (ii)   No later than the third Business Day following the date of receipt by any Credit Party of any working capital, earnings, balance sheet or similar adjustment payment under the Acquisition Agreement (referred to herein as an " Asset Purchase Adjustment Payment ") or any cash proceeds of any asset disposition (other than a Major Asset Disposal), the Borrowers shall prepay the Loans in an amount equal to all such adjustment payments or proceeds; provided that such proceeds shall be prepaid net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens on such asset (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes payable by the Credit Parties in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 2.3(c) . Notwithstanding the foregoing, the following shall not be subject to mandatory prepayment under this clause (ii) : (1) proceeds of sales of Inventory (excluding proceeds arising from Excluded Inventory; provided , that spare parts which are obsolete or no longer required for the operations of any Credit Party shall not be so excluded) in the ordinary course of business, and (2) asset disposition proceeds (excluding proceeds arising from Excluded Inventory; provided , that spare parts which are obsolete or no longer required for the operations of any Credit Party shall not be so excluded) of less than $250,000 in the aggregate in any Fiscal Year and (3) any other net proceeds from asset dispositions (excluding proceeds arising from Excluded Inventory; provided , that spare parts which are obsolete or no longer required for the operations of any Credit Party shall not be so excluded) in an aggregate amount after the Closing Date not to exceed $5,000,000; provided , that , with respect to any net proceeds from asset dispositions under this clause (3), the following conditions and terms are satisfied: (x) Borrower Representative shall promptly notify the Agents of any such asset disposition with a description of the assets disposed of and net proceeds to be received, (y) no Event of Default shall have occurred and be continuing at the time such net proceeds are received, (z) such net proceeds shall first be applied by Administrative Agent to reduce the outstanding principal balance of the Revolving Loan of the applicable Borrower (or all Borrowers ratably if to the extent that such proceeds are from another Credit Party or exceed the then outstanding Revolving Loan of the applicable Borrower) and upon such application, Administrative Agent shall establish a Reserve against the separate Borrowing Bases of the applicable Borrowers in an amount equal to the amount of such proceeds so applied and thereafter, such funds shall be made available to the applicable Borrowers to reinvest in fixed

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    or working capital assets of a Borrower as follows: (I) Borrower Representative shall request a Revolving Credit Advance be made to such Borrowers in the amount requested to be released, (II) so long as the conditions set forth in Section 3.2 are satisfied and the Revolving Loan Commitment Termination Date has not occurred, Revolving Lenders shall make such Revolving Credit Advance, and (III) the Reserve established with respect to such proceeds shall be reduced by the amount of such Revolving Credit Advance; provided , that , to the extent the applicable Borrowers do not or cannot make a reinvestment in assets within one hundred eighty (180) days of their receipt of such net proceeds, such Reserve shall be released and, to the extent such net proceeds were from the sale of assets other than Revolver Primary Collateral, Administrative Agent shall cause such net proceeds to be reapplied (notwithstanding the fact that the conditions set forth in Section 3.2 may have not been satisfied) to prepay the Obligations in accordance with Section 2.3(c) .

        In the case of a Major Asset Disposal that is an Asset Sale, if the Asset Sale Tentative Repayment Amount is equal to or less than the Allocable Debt of the Selling Corporation, the Selling Corporation shall no later than the third Business Day following the Major Asset Disposal prepay on behalf of Borrowers an amount of the Term Loan equal to the amount of the Asset Sale Tentative Repayment Amount. If the Asset Sale Tentative Repayment Amount exceeds the Allocable Debt of the Selling Corporation, then the Selling Corporation shall no later than the third Business Day following the Asset Sale, prepay on behalf of the Borrowers an amount of the Term Loan equal to the Allocable Debt of the Selling Corporation. In addition, at such time, the Selling Corporation shall be deemed to distribute to Holdings an amount equal to the excess of the Asset Sale Tentative Repayment Amount over the Allocable Debt of the Selling Corporation, and shall prepay on behalf of the Non-Selling Corporation and the Borrowers in reduction of the Allocable Debt of the Non-Selling Corporation, an amount equal to the excess, if any of (x) the amount of such deemed distribution, over (y) the product of (i) the Tax Rate and (ii) the excess, if any, of the amount of such deemed distribution over Holdings' adjusted basis for Federal income tax purposes in the stock of the Selling Corporation. In addition, the Selling Corporation shall be permitted to distribute to Holdings and Holdings shall be permitted to distribute to it holders an amount equal to the amount described in clause (y) of the preceding sentence. For this purpose, the Selling Corporation and Holdings agree to treat such distribution as a liquidating distribution for tax purposes.

        In the case of a Major Asset Disposal that is a Stock Sale, the Stock Sale shall be structured such that the purchaser agrees that an amount of the Stock Sale Tentative Repayment Amount, up to the amount of the Allocable Debt of the Acquired Corporation, shall be paid to the Term Lenders, on behalf of the Acquired Corporation and the Borrowers, and that consideration in excess of such amount shall be paid to Holdings, subject to the provisions hereof. If the Stock Sale Tentative Repayment Amount is equal to or less than the Allocable Debt of the Acquired Corporation, then an amount of the Term Loans equal to the amount of the Stock Sale Tentative Repayment Amount shall be paid to the Term Lenders at the closing of such sale. If the Stock Sale Tentative Repayment Amount exceeds the Allocable Debt of the Acquired Corporation, then an amount of the Term Loan equal to the Allocable Debt of the Acquired Corporation shall be paid to the Term Lenders at the closing of such sale. In addition, at such time, (i) Holdings shall be deemed to distribute to its holders an amount equal to the Stockholder Tax, and (ii) shall prepay on behalf of the Non-Acquired Corporation and the Borrowers any sums payable and not already paid as set out above together with an amount equal to the excess, if any of (x) the Stock Sale Tentative Repayment Amount over (y) the sum of Allocable Debt of the Acquired Corporation prepaid as described in the preceding sentence and the Stockholder Tax. In addition, Holdings shall be permitted to distribute to its holders an amount equal to the Stockholder Tax.

• •         (iii)  No later than the third Business Day following the date of receipt by any Credit Party of cash proceeds resulting from an Equity Issuance other than, so long as no Event of Default has occurred and is continuing, any Equity Issuances to Pegasus, its Affiliates and the

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• • equity holders of Holdings as of the Closing Date as listed on Schedule 4.8 hereto (other than in connection with an initial public offering of Holdings or any of its Subsidiaries), the Borrowers shall prepay the Loans in an amount equal to 50% of such cash proceeds amount (net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses); provided , during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(b) calculating the Leverage Ratio) shall be 2.50:1.00 or less, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 25% of such Equity Issuance; provided further , during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(b) calculating the Leverage Ratio) shall be 1.50:1.00 or less, the Borrowers shall not be required to make any such prepayments and/or reductions.

            (iv)  No later than the third Business Day following the date of receipt by any Credit Party of cash proceeds resulting from the incurrence of any Indebtedness of Holdings or any of its Subsidiaries (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 7.3 ) the Borrowers shall prepay the Loans in an amount equal to such cash proceeds (net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses).

            (v)   No later than the earlier of (i) 90 days after the end of each Fiscal Year of the Borrowers, commencing with Fiscal Year ending December 31, 2004, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.1(d) , the Borrowers shall prepay the Loans in an amount equal to 75% of the Excess Cash Flow for the Fiscal Year then ended (or in respect of Fiscal Year 2004, for the period from July 1, 2004 to December 31, 2004); provided , during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(b) calculating the Leverage Ratio) shall be 2.50:1.00 or less, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 50% of such Excess Cash Flow; provided further that to the extent the aggregate outstanding amount of Revolving Credit Advances hereunder exceeds (or would exceed on a pro forma basis after giving effect to such payment as if such payment were made as of the end of the Fiscal Year in respect of which such calculation is made) the unrestricted cash and Cash Equivalent balances of the Credit Parties as of the end of the Fiscal Year, no prepayment pursuant to this Section 2.3(b)(v) shall be required in respect of such Fiscal Year.

            (vi)  The Borrower Representative shall, to the extent practicable, notify the Agents by telephone (confirmed by telecopy) of any prepayment under this Section 2.3(b) not fewer than three Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Loan or portion thereof to be prepaid and a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice, the Agents shall advise the Lenders of the contents thereof.

            (vii) Notwithstanding any other provision of this Section 2.3(b) (other than Section 2.3(b)(i) ), any Term Lender may, by notice to the Agents in writing no later than the close of business on the day that is two (2) days immediately preceding the date of any prepayment required under this Section 2.3(b) (other than, insofar as it relates to a Major Asset Disposal only, under Section 2.3(b)(ii)), elect to decline all or a portion of such prepayment. Any amounts so declined by the Lenders shall not be subject to mandatory prepayment and may be retained by the Borrowers.

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          (c)     Application of Certain Mandatory Prepayments .    Any prepayments made by any Borrower pursuant to Section 2.3(b)(ii) (other than as a result of a disposition of Revolver Primary Collateral or the receipt of any Asset Purchase Adjustment Payment) or Sections 2.3(b)(iii) , (iv) or (v) above shall be applied as follows: first , to Fees and reimbursable expenses of the Agents then due and payable pursuant to any of the Loan Documents; second , to interest then due and payable on the Term Loan and all fees payable pursuant to Section 2.7(c); third , to prepay the principal of the Term Loan; fourth , to interest then due and payable on Revolving Credit Advances made to that Borrower; fifth , to the principal balance of Revolving Credit Advances until the same has been paid in full; and sixth , to any Letter of Credit Obligations to provide cash collateral therefore in the manner set forth in Section 2.2 , until all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Section 2.2 (it being agreed and understood that all remaining amounts shall be applied in the manner set forth in Section 2.9 ). Any prepayments made by any Borrower pursuant to Section 2.3(b)(ii) arising as a result of a disposition of Accounts and/or Revolver Primary Collateral or the receipt of any Asset Purchase Adjustment Payment shall be applied as follows: first , to Fees and reimbursable expenses of Agents then due and payable pursuant to any of the Loan Documents; second , to interest then due and payable on Revolving Credit Advances; third , to the principal balance of Revolving Credit Advances until the same has been paid in full; fourth , to any Letter of Credit Obligations to provide cash collateral therefore in the manner set forth in Section 2.2 , until all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Section 2.2 ; fifth , to interest then due and payable on the Term Loan; and sixth , to prepay the principal of the Term Loan (it being agreed and understood that all remaining amounts shall be applied in the manner set forth in Section 2.9 ). The Revolving Loan Commitment shall not be permanently reduced by the amount of any such prepayments. Proceeds of the sale of the Crude Gathering System shall, upon the Agents' receipt of a written notice executed by each Term Lender and received by the Agents prior to the Agents' receipt of such proceeds, be applied to all other amounts set forth above (and otherwise in the order set forth above) other than the principal of the Term Loan.

          (d)     Application of Prepayments from Insurance and Condemnation Proceeds .    Prepayments from insurance or condemnation proceeds in accordance with Section 6.4(c) and the Mortgage(s), respectively, shall be applied as follows: insurance proceeds from casualties or losses to cash or Revolver Primary Collateral shall be applied, first, to the Revolving Credit Advances and all insurance or condemnation proceeds from casualties or losses to Inventory (other than Revolver Primary Collateral), Equipment, Fixtures and Real Estate shall be applied to the principal of the Term Loan; provided , that upon the Administrative Agent's receipt of a written notice executed by each Term Lender and received by the Administrative Agent prior to the Administrative Agent's receipt of such proceeds, such proceeds shall be applied to the Revolving Credit Advances. The Revolving Loan Commitment shall not be permanently reduced by the amount of any such prepayments. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to Equipment, Fixtures and Real Estate are not otherwise determined, the allocation and application of those proceeds shall be determined by Agents.

          (e)     No Implied Consent .    Nothing in this Section 2.3 shall be construed to constitute Agents' or any Lender's consent to any transaction that is not permitted by other provisions of this Agreement or the other Loan Documents.

        2.4     Use of Proceeds.     The Borrowers shall utilize the proceeds of the Term Loans (i) to refinance the Borrowers' Existing Senior Indebtedness (and to pay any related transaction costs, fees, premiums and expenses), (ii) to refinance certain Existing Subordinated Indebtedness of the Borrowers (and to pay any related transaction costs, fees, premiums and expenses), (iii) to make a payment in respect of certain partnership interests and (iv) to pay related transaction costs, fees, premiums and expenses. The Borrowers shall utilize the proceeds of the Revolving Loans for the financing of Borrowers' ordinary working capital and general corporate purposes (including, without limitation, for Capital Expenditures

47

incurred to comply with the provisions of Section 7.10 hereof). The Borrowers shall utilize the proceeds of Letters of Credit to support payment obligations incurred in the ordinary course of business by the Credit Parties. Schedule 2.4 contains a description of Borrowers' sources and uses of funds as of the Closing Date, including Loans and Letter of Credit Obligations to be made or incurred on that date, and a funds flow memorandum detailing how funds from each source are to be transferred to particular uses.

        2.5     Interest and Applicable Margins .    

•         (a)   Borrowers shall pay interest to Administrative Agent, for the ratable benefit of Revolving Lenders in accordance with the various Revolving Loans being made by each Revolving Lender and to Term Agent, for ratable benefit of Term Lenders in accordance with the various Term Loans being made by each Term Lender, in each case arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus 1.0% per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus 3.0% per annum; and (ii) with respect to the Term Loan, the Index Rate 4.0% per annum or, at the election of Borrower, the applicable LIBOR Rate plus 5.0% per annum. In addition, all other amounts owing to the Agents and the Lenders under one or more of the Loan Documents shall bear interest at the Index Rate from the date that the Borrowers receive notice that such amounts constitute an Obligation or are otherwise owing hereunder.

          (b)   If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

          (c)   All computations of Fees calculated on a per annum basis and interest shall be made by the relevant Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by such Agents of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees.

          (d)   So long as an Event of Default has occurred and is continuing, the interest rates applicable to the Term Loans, Revolving Loans, the Letter of Credit Fees and all other Obligations shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder (the " Default Rate "), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand.

          (e)   Subject to the conditions precedent set forth in Section 3.2 , Borrower Representative shall have the option to (i) request that any Revolving Credit Advance or the Term Loan be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 2.11(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of such amount. Any such election must be made by 12:00 noon (New York City time) on the third Business Day prior to (1) the Closing Date or the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to

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  convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 12:00 noon (New York City time) on the third Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 3.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Administrative Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a " Notice of Conversion/Continuation ") in the form of Exhibit 2.5(e) .

          (f)    Notwithstanding anything to the contrary set forth in this Section 2.5 , if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the " Maximum Lawful Rate "), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided , however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Agents, on behalf of Secured Parties, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate.

          (g)   The basis for determining the rate of interest with respect to any Loan shall be selected by the Borrower Representative and notified to the Agents and Lenders pursuant to the applicable Notice of Term Loan Borrowing or Notice of Revolving Credit Advance or Notice of Conversion/Continuation, as the case may be; provided , (i) the Term Loans initially shall be made as Index Rate Loans until the date which is five (5) Business Days following the Closing Date and (ii) until the date that the Arranger notifies the Borrowers that the primary syndication of the Loans and Revolving Loan Commitments has been completed, as determined by the Arranger, the Terms Loans shall be maintained as either (1) LIBOR Loans having an interest period of no longer than one month or (2) Index Rate Loans. If on any day a Loan is outstanding with respect to which a Notice of Term Loan Borrowing or Notice of Revolving Credit Advance has not been delivered to Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for the day such Loan shall be an Index Rate Loan. In the event the Borrower Representative fails to specify between an Index Rate Loan or a LIBOR Loan in the applicable Notice of Term Loan Borrowing or Notice of Revolving Credit Advance, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an Index Rate Loan on the last day of the then-current interest period for such Loan (or if outstanding as an Index Rate Loan will remain as, or (if not then outstanding) will be made as, an Index Rate Loan). In the event the Borrower Representative fails to specify an Interest Period for LIBOR Loan in the applicable Notice of Term Loan Borrowing or Notice of Revolving Credit Advance, the Borrower Representative shall be deemed to have selected an interest period of one month. As soon as practicable after 10:00 a.m. (New York City time) on the Closing Date and the date of each Revolving Credit Advance, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the LIBOR Loans for which an interest rate is then being determined for the applicable interest period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrowers and each Lender.

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        2.6     Cash Management Systems.     Each Borrower shall, and shall cause its Subsidiaries to, establish and maintain the cash management systems (the " Cash Management Systems ") described below:

•         (a)   On or before the Closing Date and until the Termination Date, each Borrower shall (i) establish lock boxes (" Lock Boxes ") or at Agents' discretion, blocked accounts (" Blocked Accounts ") at one or more of the banks set forth in Schedule 4.19 , and shall request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to such Lock Boxes, and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a Lock Box) into one or more Blocked Accounts in such Borrower's name or any such Subsidiary's name and at a bank identified in Schedule 4.19 (each, a " Relationship Bank "). On or before the Closing Date, each Borrower shall have established a concentration account in its name (each a " Concentration Account " and collectively, the " Concentration Accounts ") at the bank or banks that shall be designated as the Concentration Account bank for each such Borrower in Schedule 4.19 (each a " Concentration Account Bank " and collectively, the " Concentration Account Banks "), which banks shall be reasonably satisfactory to the Agents.

          (b)   Each Borrower may maintain, in its name, an account (each a " Disbursement Account " and collectively, the " Disbursement Accounts ") at a bank reasonably acceptable to Administrative Agent into which Administrative Agent shall, from time to time, deposit proceeds of Revolving Credit Advances made to such Borrower pursuant to Section 2.1 for use by such Borrower solely in accordance with the provisions of Section 2.4 .

          (c)   On or before the Closing Date (or such later date as the Agents shall consent to in writing), each Concentration Account Bank, each bank where a Disbursement Account is maintained and all other Relationship Banks, shall have entered into tri-party blocked account agreements with the Agents, for the benefit of themselves and Secured Parties, and the applicable Borrower and Subsidiaries thereof, as applicable, in form and substance reasonably acceptable to the Agents, which shall become operative on or prior to the Closing Date. Each such blocked account agreement shall provide, among other things, that (i) all items of payment deposited in such account and proceeds thereof deposited in the applicable Concentration Account are held by such bank as agent or bailee-in-possession for the Agents, for the benefit of themselves and Secured Parties, (ii) the bank executing such agreement has no rights of setoff or recoupment or any other claim against such account, as the case may be, other than for payment of its service fees and other charges directly related to the administration of such account and for returned checks or other items of payment, and (iii) from and after the Closing Date (A) with respect to banks at which a Blocked Account is maintained, such bank agrees to forward immediately all amounts in each Blocked Account to such Borrower's Concentration Account Bank and to commence the process of daily sweeps from such Blocked Account into the applicable Concentration Account and (B) with respect to each Concentration Account Bank, such bank agrees to immediately forward all amounts received in the applicable Concentration Account to the Collection Account through daily sweeps from such Concentration Account into the Collection Account; provided that so long as no Activation Trigger Event shall be in effect, Borrowers shall be permitted to retain access to the amounts deposited into the Concentration Account and not be required to cause such amounts to be swept to the Collection Account. If an Activation Trigger Event shall occur, the Administrative Agent may, in its discretion, elect to instruct the Concentration Account Bank (or any other institution at which any Blocked Account is maintained) to commence the process of daily sweeps from such account(s) into the Collection Account. As used herein, "Activation Trigger Event" means any time that (i) the Average Borrowing Availability is less than $25,000,000 or (ii) any Event of Default has occurred. Once an Activation Trigger Event has occurred, it shall

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  remain in effect until Agent has determined that (i) the Average Borrowing Availability has exceeded $25,000,000 and (ii) no Event of Default has occurred and continues to exist. As used herein, "Average Borrowing Availability" means, as of any date of determination, the sum of Borrowing Availability as of the last day of each of the two consecutive Fiscal Months ending prior to such date of determination divided by two. So long as no Event of Default shall have occurred and remains outstanding, during any period while an Activation Trigger Event shall have occurred and be deemed continuing, if no Revolving Obligations shall be outstanding (other than in respect of undrawn Letters of Credit), Administrative Agent shall promptly cause all amounts in the Collection Account to be returned to an operating account of Borrower Representative as Borrower Representative may request. No Borrower shall, or shall cause or permit any Subsidiary thereof to, accumulate or maintain cash in Disbursement Accounts or payroll accounts as of any date of determination in excess of checks outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements.

          (d)   So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 4.19 to add or replace a Relationship Bank, Lock Box or Blocked Account or to replace any Concentration Account or any Disbursement Account; provided , that (i) the Agents shall have consented in writing in advance to the opening of such account or Lock Box with the relevant bank and (ii) prior to the time of the opening of such account or Lock Box, the applicable Borrower or its Subsidiaries, as applicable, and such bank shall have executed and delivered to the Agents a tri-party blocked account agreement, in form and substance reasonably satisfactory to the Agents. Borrowers shall close any of their accounts (and establish replacement accounts in accordance with the foregoing sentence) promptly and in any event within thirty (30) days following notice from either Agent that the creditworthiness of any bank holding an account is no longer acceptable in such Agent's reasonable judgment, or as promptly as practicable and in any event within sixty (60) days following notice from such Agent that the operating performance, funds transfer or availability procedures or performance with respect to accounts or Lock Boxes of the bank holding such accounts or Agents' liability under any tri-party blocked account agreement with such bank is no longer acceptable in Agents' reasonable judgment.

          (e)   The Lock Boxes, Blocked Accounts, Disbursement Accounts and the Concentration Accounts shall be cash collateral accounts, with all cash, checks and other similar items of payment in such accounts securing payment of the Loans and all other Obligations, and in which each Borrower and each Subsidiary thereof shall have granted Liens with the priority required by the Loan Documents to Agents, on behalf of themselves and Secured Parties, pursuant to the Security Agreement.

          (f)    All amounts deposited in the Collection Account shall be deemed received by Administrative Agent in accordance with Section 2.8 and shall be applied (and allocated) by Administrative Agent in accordance with Section 2.9 . In no event shall any amount be so applied unless and until such amount shall have been credited in immediately available funds to the Collection Account.

          (g)   Each Borrower shall and shall cause its Affiliates, officers, employees, agents, directors or other Persons acting for or in concert with such Borrower (each a " Related Person ") to (i) hold in trust for Agents, for the benefit of themselves and Lenders, all checks, cash and other items of payment received by such Borrower or any such Related Person, and (ii) within one (1) Business Day after receipt by such Borrower or any such Related Person of any checks, cash or other items of payment, deposit the same into a Blocked Account of such Borrower. Each Borrower on behalf of itself and each Related Person thereof acknowledges and agrees that all cash, checks or other items of payment constituting proceeds of Collateral are part of the Collateral. All proceeds of the sale or other disposition of any Collateral, shall be deposited directly into the applicable Blocked Accounts.

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        2.7     Fees .    

•         (a)   Borrowers shall pay the Fees specified in the Fee Letter.

          (b)   As additional compensation for the Revolving Lenders, Borrowers shall pay to Administrative Agent, for the ratable benefit of such Lenders, in arrears, on the first Business Day of each month during the period prior to the Revolving Loan Commitment Termination Date and on the Revolving Loan Commitment Termination Date, a Fee for Borrowers' non-use of available funds in an amount equal to 0.50% per annum (calculated on the basis of a 360 day year for actual days elapsed) multiplied by the difference between (x) the Maximum Amount and (y) the average for the period of the daily closing balances of the aggregate Revolving Loan outstanding during the period for which such Fee is due.

          (c)   If the Borrowers pay after acceleration or voluntarily prepays (other than in each case in connection with a prepayment in full of all Obligations immediately prior to or simultaneously with a disposal by Pegasus, its Affiliates and the other equityholders of Holdings or disposes of all of the assets of the Credit Parties) all or any portion of the Term Loan or terminates or partially reduces all of the Revolving Loan Commitments pursuant to Section 2.3(a) and whether before or after acceleration of the Obligations, Borrowers shall pay to the Term Agent, for the benefit of Term Lenders or the Administrative Agent, for the benefit of Revolving Lenders, as applicable, as liquidated damages and compensation for the costs of being prepared to make funds available hereunder an amount equal to the Applicable Percentage (as defined below) multiplied by the principal amount of the Term Loan paid after acceleration or prepaid or Revolving Loan Commitment voluntarily terminated or partially reduced. As used herein, the term "Applicable Percentage" shall mean (i) in respect of Term Loans, (x) three percent (3.0%), in the case of a prepayment on or prior to the first anniversary of the Closing Date, (y) two percent (2.0%), in the case of a prepayment after the first anniversary of the Closing Date but on or prior to the second anniversary thereof, and (z) one percent (1.0%), in the case of a prepayment after the second anniversary of the Closing Date but on or prior to the third anniversary thereof and (ii) in respect of Revolving Loan Commitments, one-half of one percent (0.5%), in the case of a termination or partial reduction on or prior to the first anniversary of the Closing Date, and (z) one-quarter of one percent (0.25%), in the case of a termination or partial reduction after the first anniversary of the Closing Date but on or prior to the second anniversary thereof. The Credit Parties agree that the Applicable Percentages are a reasonable calculation of the Term Lenders' lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early termination of the Commitments.

          (d)   The Borrowers shall pay to Administrative Agent, for the ratable benefit of Revolving Lenders, the Letter of Credit Fee as provided in Section 2.2 .

        2.8     Receipt of Payments.     The Borrowers shall make each payment under this Agreement not later than 1:00 p.m. (New York City time) on the day when due in immediately available funds in Dollars to the Collection Account (other than payments of principal and interest in respect of the Term Loans). For purposes of computing interest and Fees and determining Borrowing Availability as of any date, all payments shall be deemed received on the first Business Day following the Business Day on which immediately available funds therefor are received in the Collection Account prior to 1:00 p.m. (New York City time). Payments received after 1:00 p.m. (New York City time) on any Business Day or on a day that is not a Business Day shall be deemed to have been received on the following Business Day.

        2.9     Application and Allocation of Payments .    

•         (a)   Subject to the intercreditor provisions of Annex C hereto, payments consisting of Revolver Primary Collateral received in the ordinary course of business shall be applied, first, to

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• the Revolving Loan as provided in Section 2.9(b) below; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a) ; and (iv) mandatory prepayments shall be applied as set forth in Sections 2.3(c) and 2.3(d) . All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Term Maturity Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agents shall have the continuing exclusive right to apply any and all such payments against the Obligations of the Borrowers as the relevant Agent may deem advisable (provided that such application is consistent with the other provisions of this Agreement) notwithstanding any previous entry by such Agent in the relevant Loan Account or any other books and records.

          (b)   Subject to the intercreditor provisions of Annex C hereto, except as provided in this Section 2.9(b) , notwithstanding any provision in the Loan Documents to the contrary, payments consisting of (i) Revolver Primary Collateral shall be applied as follows: first , to Fees (other than any Fees under Section 2.7(c)) and reimbursable costs and expenses incurred by the Administrative Agent; second , to reimbursable costs and expenses incurred by any of the Revolving Lenders; third , to interest then due and payable on the Revolving Loans, pro rata, until the same has been paid in full; fourth , to the principal balance of Revolving Credit Advances outstanding, pro rata, until the same have been paid in full; fifth , to cash collateralize any Letter of Credit Obligations then outstanding, pro rata, in the manner set forth in Section 2.2 until all such Letter of Credit Obligations have been fully collateralized and to pay all other Obligations which may then be owing to any of the Revolving Lenders (including, without limitation, any Fees under Section 2.7(c)); sixth , to interest then due and payable in respect of the Term Loan, pro rata, until the same has been paid in full; seventh , to the principal balance of the Term Loan outstanding, pro rata, until the same has been paid in full; and eighth , to all other Obligations (including, without limitation, any Fees under Section 2.7(c)), pro rata, until the same have been paid in full; and (ii) proceeds of Real Estate, Equipment and any other Collateral (other than Revolver Primary Collateral and Shared Collateral) shall be applied as follows: first , to Fees and reimbursable costs and expenses incurred by the Term Agent (other than any Fees under Section 2.7(c)) ; second , to reimbursable costs and expenses incurred by any of the Term Lenders; third , to interest then due and payable in respect of the Term Loan, pro rata, until the same has been paid in full; fourth , to the principal balance of the Term Loan outstanding, pro rata, until the same has been paid in full; fifth , to pay all other Obligations which may then be owing to any of the Term Lenders (including, without limitation, any Fees under Section 2.7(c)); sixth , to interest then due and payable on the Revolving Loan, pro rata, until the same has been paid in full; seventh , to the principal balance of Revolving Credit Advances outstanding, pro rata, until the same have been paid in full; eighth , to cash collateralize any Letter of Credit Obligations then outstanding, pro rata, in the manner set forth in Section 2.2 until all such Letter of Credit Obligations have been cash collateralized; and ninth , to all other Obligations (including, without limitation, fees under Section 2.7(c)) , pro rata, until the same have been paid in full; provided , however , that in the event of a sale or other disposition of assets constituting collateral which involves the sale of all or substantially all of the assets or equity of one or more Credit Parties, solely for the purposes of this Section, the proceeds of such sale shall be deemed to first constitute Revolver Primary Collateral to the extent of the aggregate book value of the Eligible Accounts and Eligible Inventory of the applicable entity to the extent such Eligible Account and Eligible Inventory were disposed of in connection with such sale or disposal and second, proceeds of other Collateral. Credit Parties, Administrative Agent and Lenders acknowledge and agree that the Borrower Representative shall be required to provide prior written notice to Administrative Agent whenever the Administrative Agent receives payments

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  or proceeds of Collateral which are not Revolver Primary Collateral or which are otherwise to be applied as a payment of the Obligations owing in respect of the Term Loans. If Administrative Agent shall not have received such written notice and shall not have knowledge (and should not be reasonably expected to have knowledge) that any payment or other proceeds received by the Administrative Agent in respect of the Obligations are not Revolver Primary Collateral, Administrative Agent shall be entitled to apply such payment and/or proceeds as though they were Revolver Primary Collateral (and otherwise the Administrative Agent shall apply such payment and/or proceeds to the Term Loans, (and if any such payment has been otherwise applied and the Administrative Agent knew or should reasonably have known that such payment was not Revolver Primary Collateral, each Person which received any or all of such payment shall, regardless of any other event or circumstance, return to the Administrative Agent the amount of such payment so received by such Person for application to the Term Loan). With respect to any payment applied as if it were a payment of Revolver Primary Collateral which the Administrative Agent subsequently obtains knowledge was not a payment of Revolver Primary Collateral (and the Administrative Agent did not or should not reasonably have known at the time of the Administrative Agent's application thereof that such payment was not Revolver Primary Collateral), Administrative Agent shall promptly cause such payment or proceeds to be reapplied in accordance with this Section 2.9(c) so long as such reapplication does not result in or cause the existence of any Overadvance. Notwithstanding anything contained herein to the contrary, (i) unless an Event of Default has occurred and is continuing or would result from any applicable asset sale or disposition, payments and proceeds consisting of Shared Collateral shall be applied as if such payments were Revolver Primary Collateral, (ii) after the occurrence and during the continuance of an Event of Default, (A) 50% of all payments and proceeds consisting of Shared Collateral shall be applied as if they were Revolver Primary Collateral and (B) 50% of all payments and proceeds consisting of Shared Collateral shall be applied as if they were Proceeds of Real Estate, Equipment or other Collateral not consisting of Revolver Primary Collateral and Shared Collateral and (iii) unless an Event of Default has occurred and is continuing or would result from any applicable asset sale or disposition, all amounts received by Administrative Agent (A) which are not Shared Collateral or Excluded Inventory (other than spare parts which are obsolete or no longer required for the operations of any Credit Party), (B) which are not required to repay or prepay Term Loans and (C) which are designated by one or more Credit Parties to be applied to Term Loans or other obligations owing to one or more Term Lenders shall be applied as if such payments were from Revolver Primary Collateral.

          (c)   Administrative Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 6.4(a) ) and interest and principal, other than principal of the Revolving Loan, owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan to any Borrower to exceed such Borrower's separate Borrowing Base after giving effect to such charges. At Administrative Agent's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

        2.10     Loan Account and Accounting.     Administrative Agent shall maintain a loan account (the " Revolver Loan Account ") on its books to record: all Advances, all payments made by Borrowers, and all other debits and credits as provided in this Agreement with respect to the Revolving Loan or any other Revolving Obligations. All entries in the Revolver Loan Account shall be made in accordance with Administrative Agent's customary accounting practices as in effect from time to time. The balance in the Revolver Loan Account, as recorded on Administrative Agent's most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing

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to Administrative Agent and Revolving Lenders by each Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect any Borrower's duty to pay the Revolving Obligations. Administrative Agent shall render to Borrower Representative a monthly accounting of transactions with respect to the Revolving Loans setting forth the balance of the Revolver Loan Account as to each Borrower for the immediately preceding month. Unless Borrower Representative notifies Administrative Agent in writing of any objection to any such accounting (specifically describing the basis for such objection), within thirty (30) days after the date thereof, each and every such accounting shall be presumptive evidence of all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by Borrowers. Notwithstanding any provision herein contained to the contrary, any Revolving Lender may elect (which election may be revoked) to dispense with the issuance of Revolving Notes to that Revolving Lender and may rely on the Revolver Loan Account as evidence of the amount of Revolving Obligations from time to time owing to it. Similarly, Term Agent shall maintain a loan account (the " Term Loan Account ") on its books to record: the Term Loan, all payments made by Borrowers, and all other debits and credits as provided in this Agreement with respect to the Term Loans or any other Term Obligations. All entries in the Term Loan Account shall be made in accordance with Term Agent's customary accounting practices as in effect from time to time. The balance in the Term Loan Account, as recorded on Term Agent's most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Term Agent and Term Lenders by each Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect any Borrower's duty to pay the Term Obligations. Term Agent shall render to Borrower Representative a monthly accounting of transactions with respect to the Term Loans setting forth the balance of the Term Loan Account as to each Borrower for the immediately preceding month. Unless Borrower Representative notifies Term Agent in writing of any objection to any such accounting (specifically describing the basis for such objection), within thirty (30) days after the date thereof, each and every such accounting shall be presumptive evidence of all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by Borrowers. Notwithstanding any provision herein contained to the contrary, any Term Lender may elect (which election may be revoked) to dispense with the issuance of Term Notes to that Term Lender and may rely on the Term Loan Account as evidence of the amount of Term Obligations from time to time owing to it.

        2.11     Indemnity .    

•         (a)   Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of the Agents, the Syndication Agent, the Documentation Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, affiliates, attorneys, agents, accountants, advisors, experts, representatives and successors and assigns (each, an " Indemnified Person "), from and against any and all suits, actions, proceedings, judgments, penalties, claims, obligations, damages, losses, liabilities and expenses (including reasonable attorneys', accountants', experts' and advisors' fees and disbursements and other costs of investigation, testing or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, " Indemnified Liabilities "); provided , that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct as determined in the final, non-appealable judgment of a court of competent

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• jurisdiction. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMA