Form of Feedstock And Shared Services Agreement

Exhibit 10.28 FEEDSTOCK AND SHARED SERVICES AGREEMENT THIS FEEDSTOCK AND SHARED SERVICES AGREEMENT is entered into and effective as of the ___ day of , 2007, by and between Coffeyville Resources Refining & Marketing, LLC, a Delaware limited liability company (" Refinery Company" ), and Coffeyville Resources Nitrogen Fertilizers, LLC, a Delaware limited liability company (" Fertilizer Company" ). RECITALS Refinery Company owns and operates the petroleum refinery located at Coffeyville, Kansas, which refinery is more particularly described on Exhibit A hereto (including any additions or other modifications made thereto from time to time, the " Refinery" ). Fertilizer Company owns and operates the nitrogen fertilizer complex located adjacent to the Refinery consisting of the Gasification Unit, the UAN Plant, the Ammonia Synthesis Loop, the Utility Facilities, storage and loading facilities, the Fertilizer Plant Water Clarifier and river access, the Grounds and related connecting pipes and improvements, which fertilizer manufacturing complex is connected to and associated with the BOC Facility and the Offsite Sulfur Recovery Unit, all of which are more particularly described on Exhibit A hereto (including any additions or other modifications made thereto from time to time, and which are collectively referred to herein as the " Fertilizer Plant" ). Refinery Company requires access to certain property and structures located on the Fertilizer Plant site to conduct its business, and Fertilizer Company requires access to certain structures and property located on the Refinery site to conduct its business. Fertilizer Company and Refinery Company desire to enter into this Agreement for the provision of certain specified Feedstocks and Services between the Parties for use in their respective production processes and certain other related matters, all upon the terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: ARTICLE 1 DEFINITIONS The following terms shall have the meanings set forth below, unless the context otherwise dictates, both for purposes of this Agreement and all Exhibits hereto: " Agreement" means this Feedstock and Shared Services Agreement and the Exhibits hereto, all as the same may be amended, modified or supplemented from time to time.


" Ammonia Price" means the price for anhydrous ammonia determined for a particular month as follows: The price per short ton of anhydrous ammonia shall be the average of (i) the average of the price range published in each weekly issue of " Green Markets" under the heading of " Ammonia" for " Southern Plains" averaged over such weekly issues published in the applicable calendar month, and (ii) the average of the price range published in each weekly issue of " Fertilizer Week America" under the heading of " Ammonia" for FOB Southern Plains" averaged over such weekly issues published in the applicable calendar month. In the event that either of the aforesaid publications ceases to be published, then the price per short ton of anhydrous ammonia shall be determined by reference to the publication that does not cease publication, using the average price range as provided for above. In the event that both of the aforesaid publications cease to be published, then the price per short ton of anhydrous ammonia shall be determined by reference to such generally accepted industry publication as Fertilizer Company may designate with the consent of the Refinery Company, which consent shall not be unreasonably withheld or delayed. " Ammonia Synthesis Loop" means that ammonia synthesis loop within the Fertilizer Plant described and identified on Exhibit A hereto, including any additions or other modifications made thereto from time to time. " BOC" means BOC Group, Inc., a Delaware corporation. " BOC Agreement" means that certain Amended and Restated On-Site Project Supply Agreement between Fertilizer Company and BOC, dated as of June 1, 2005. " BOC Facility" means the plant for the production of certain products and argon, including metering and related facilities, together with an inter-connected liquid nitrogen product storage vessel and vaporization equipment, as more particularly described and identified on Exhibit A hereto, all connected to the pipelines owned by BOC, including any additions or other modifications made thereto from time to time. " Coke" has the meaning given such term in the Coke Supply Agreement. " Coke Supply Agreement" means the Coke Supply Agreement dated as of the date hereof between the Parties. " cscf" means one hundred scf. " Dispute" has the meaning given such term in Article 5. " Easement Agreement" means that Cross-Easement Agreement dated as of the date hereof under which the Fertilizer Company and the Refinery Company grant each other certain rights to enter upon and use the real property of the other Party for the purposes described therein. " Effective Date" means the date first above written. " Farmland" means Farmland Industries, Inc., a Kansas cooperative corporation.

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" Feedstock" means the materials and streams described in Exhibit B , all within the tolerances and to the specifications therein contained, that are provided by or on behalf of Refinery Company to Fertilizer Company, or by or on behalf of Fertilizer Company to Refinery Company, as the case may be and as otherwise may be agreed by the Parties. " Feedstock Delivery Points" means the points at which the Feedstock is transferred from Fertilizer Company to Refinery Company, or from Refinery Company to Fertilizer Company, as the case may be and as more particularly identified on Plot Plan A and Piping Plans A-1 to A-9 constituting a part of Exhibit A . " Fertilizer Plant" has the meaning given such term in the Recitals. " Fertilizer Company" has the meaning given such term in the introductory paragraph. " Fertilizer Company Representative" means the plant manager of the Fertilizer Plant or such other person as is designated in writing by Fertilizer Company. " Fertilizer Plant Water Clarifier" means the Fertilizer Company' s water clarifier and associated equipment as depicted in Plot Plan A constituting a part of Exhibit A . " Fire Water" means the water and related systems to provide water for use in fire emergencies and the like, as such Fire Water is described in Exhibit B , all within the tolerances and in compliance with the specifications therein. " Force Majeure" means war (whether declared or undeclared); fire, flood, lightning, earthquake, storm, tornado, or any other act of God; strikes, lockouts or other labor difficulties; unplanned plant outages; civil disturbances, riot, sabotage, terrorist act, accident, any official order or directive, including with respect to condemnation, or industry-wide requirement by any governmental authority or instrumentality thereof, which, in the reasonable judgment of the Party affected, interferes with such Party' s performance under this Agreement; any inability to secure necessary materials and/or services to perform under this Agreement, including, but not limited to, inability to secure materials and/or services by reason of allocations promulgated by governmental agencies; or any other contingency beyond the reasonable control of the affected Party, which interferes with such Party' s performance under this Agreement. " Gasification Unit" means that gasification unit described on Plot Plan A constituting a part of Exhibit A hereto, including any additions or other modifications made thereto from time to time. " Grounds" means the realty on which the Fertilizer Plant is situated, which Grounds are more particularly described on Plot Plan A constituting a part of Exhibit A . " High Pressure Steam" means steam described in Exhibit B under the heading " High Pressure Steam," all within the tolerances and in compliance with the specifications therein contained. " Hydrogen" means hydrogen in its gaseous form, as described in Exhibit B hereto, all within the tolerances and in compliance with the specifications therein contained.

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" Hydrogen Reduction Date" means the date after which the obligation of Fertilizer Company to provide Hydrogen to Refinery Company shall be reduced. The Hydrogen Reduction Date shall be that date selected by Fertilizer Company in its sole discretion and provided to Refinery Company upon ninety (90) days prior written notice, provided, however, that the Hydrogen Reduction Date shall not be earlier than December 1, 2007. " Instrument Air" means air produced by mechanical compression as described in Exhibit B , all within the tolerances and in compliance with the specifications therein contained. " Laws" means all applicable laws, regulations, permits, orders and decrees, including, without limitation, laws, regulations, permits, orders and decrees respecting health, safety and the environment. " Lease Agreement" means the real property lease dated as of the date hereof between the Parties relating to the lease of certain Refinery Company premises to Fertilizer Company. " mlbs" means one thousand pounds. " MMBtu" means one million British thermal units. " mmscf" means one million scf. " mscf" means one thousand scf. " Nitrogen" means nitrogen in its gaseous form, as described in Exhibit B hereto, all within the tolerances and in compliance with the specifications therein contained. " Offsite Sulfur Recovery Unit" means that sulfur processing facility owned and operated by TKI pursuant to the TKI Phase II Agreement, which Offsite Sulfur Recovery Unit is more particularly described on Plot Plan A constituting a part of Exhibit A hereto, including any additions or other modifications made thereto from time to time. " Owner" means Fertilizer Company or Refinery Company, as the context requires. " Oxygen" means oxygen in its gaseous form, as described in Exhibit B hereto, all within the tolerances and in compliance with the specifications therein contained. " Party" and " Parties" means the parties to this Agreement. " Person" means and includes natural persons, corporations, limited partners, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities. " PPM" means parts per million.

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" Prime Rate" means the prime interest rate as published from time to time in The Wall Street Journal as the base lending rate on corporate loans posted by at least seventy-five percent (75%) of the thirty (30) largest United States banks. " psi" means pounds per square inch. " psig" means pounds per square inch gauge. " Raw Water and Facilities Sharing Agreement" means the Raw Water and Facilities Sharing Agreement dated as of the date hereof between the Parties. " Refinery" has the meaning given such term in the Recitals hereto. " Refinery Company" has the meaning given such term in the introductory paragraph. " Refinery Water Clarifier" means the Refinery Company' s water clarifier and associated equipment. " Refinery Company Representative" means the plant manager of the Refinery Company or such other person as is designated in writing by Refinery Company. " scf" means standard cubic feet at 60b0F and at atmospheric pressure equal to 29.92 inches of mercury absolute, measured by standard sharp edge orifice plate and differential pressure transmitters located at the Fertilizer Plant. The measured flow shall be pressure and temperature compensated and totalized by the Fertilizer Plant' s Honeywell process control computer (TDC 3000) or any replacement computer. All transmitter signals and computer calculations are available to the Refinery through the existing communications bus for verification. Calibration of the transmitters shall be done at least annually and may be done more frequently at Refinery Company' s request. " Security Contract" means any agreement for security services to which Refinery Company is a party pursuant to which security services are provided on the Refinery premises and environs and on the Fertilizer Plant premises and environs. " Services" means the services described as such on Exhibit B . " Sour Water" means the process stream described on Exhibit B that meets the tolerances and specifications therein contained. " ST" means short tons. " STPD" means short tons per day. " TKI" means Tessenderlo Kerley, Inc. " TKI General Plant and Labor Costs" means (i) the costs incurred and appropriately billed to Refinery Company pursuant to the TKI Phase I Agreement and (ii) the costs incurred and appropriately billed to Fertilizer Company pursuant to the TKI Phase II Agreement.

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" TKI Phase I Agreement" means the Sulfur Processing Agreement, dated October 2, 1996, between Farmland and TKI, as assigned by Farmland to Refinery Company, on March 2, 2004, as amended from time to time. " TKI Phase I Unit" means the sulfur processing facility owned and operated by TKI pursuant to the TKI Phase I Agreement. " TKI Phase II Agreement" means the Phase II Sulfur Processing Agreement, dated November 13, 1998, between Farmland and TKI, as assigned by Farmland to Coffeyville Resources Nitrogen Fertilizers, LLC, on March 2, 2004, as amended from time to time. " Transfer" means the sale, exchange, gift or other assignment of rights or interests, whether by specific assignment, merger, consolidation, entity conversion or other disposition, but not including any bona fide pledge or assignment for collateral purpose in connection with any financing. " UAN Plant" means the urea ammonium nitrate plant described and identified on Exhibit A hereto, including any additions or other modifications made thereto from time to time. " UAN Price" means the price for 32% urea ammonium nitrate determined for a particular month as follows: The price per short ton of 32% urea ammonium nitrate shall be the average of (i) the average of the price range published in each weekly issue of " Green Markets" under the heading of " UAN" for " Mid Cornbelt" averaged over such weekly issues published in the applicable calendar month and then multiplied by thirty-two (32), and (ii) the average of the price range published in each weekly issue of " Fertilizer Week America" under the heading of " UAN" for " FOB Midwest" averaged over such weekly issues published in the applicable calendar month. In the event that either of the aforesaid publications ceases to be published, then the price per short ton of 32% urea ammonium nitrate shall be determined by reference to the publication that does not cease publication, using the average price range as provided for above. In the event that both of the aforesaid publications cease to be published, then the price per short ton of 32% urea ammonium nitrate shall be determined by reference to such generally accepted industry publication as Fertilizer Company may designate with the consent of the Refinery Company, which consent shall not be unreasonably withheld or delayed. " Utility Facilities" mean the utility facilities described and identified on Exhibit A hereto, including any additions or other modifications made thereto from time to time. ARTICLE 2 FEEDSTOCK AND SHARED SERVICES Section 2.1 Steam . 2.1.1 Refinery Steam Obligations (a) Start-up Steam . Refinery Company shall, upon reasonable request by the Fertilizer Company, make available to Fertilizer Company High Pressure Steam at a cost to Fertilizer Company as designated on Exhibit B hereto, at sufficient pressure and in sufficient

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amounts, to allow Fertilizer Company to commence and recommence operation of the Fertilizer Plant from time to time at Fertilizer Company' s request. The parties anticipate that commencement and/or recommencement of Fertilizer Plant operations will require approximately 75,000 pounds per hour of High Pressure Steam. For purposes of this Subsection 2.1.1(a), such High Pressure Steam shall be referred to as " Start-Up Steam." Refinery Company shall use commercially reasonable efforts to make available Start-Up Steam when requested by Fertilizer Company; provided that Refinery Company shall not be obligated to make available Start-Up Steam hereunder if doing so would have a material adverse effect on Refinery operations. Fertilizer Company shall provide reasonable notice to Refinery Company of the approximate time and date of each of its requirements for Start-Up Steam. (b) BOC Steam . Refinery Company, shall make commercially reasonable efforts as its operations permit, at a cost to Fertilizer Company as set forth in Exhibit B , to make available High Pressure Steam produced at the Refinery to the Fertilizer Company, solely for use at the BOC Facility. Fertilizer Company shall provide reasonable notice to Refinery Company of the approximate time and date of each of its requirements for High Pressure Steam under this subsection 2.1.1(b); provided that Refinery Company shall not be obligated to make available High Pressure Steam hereunder if doing so would have a material adverse effect on Refinery operations. 2.1.2 Fertilizer Plant Steam Obligations Fertilizer Company shall make available at a cost to Refinery Company as set forth in Exhibit B , solely for use at the Refinery, any High Pressure Steam produced by the Fertilizer Plant that is not required for the operation of the Fertilizer Plant, following reasonable notice from Refinery Company requesting such steam. 2.1.3 Mutual Steam Obligations (a) Low Pressure Steam . Refinery Company and Fertilizer Company may supply each other any steam (other than High Pressure Steam) produced by either of their respective operations, which is not required by such operation and is required for the other Party' s operation, at no cost; provided, however, there shall be no obligation by either Party to supply any such steam and the Party requiring such steam shall give reasonable notice to the other Party of any request. (b) Steam Condensate . Refinery Company shall retain all steam condensate for steam delivered to Refinery Company hereunder and Fertilizer Company shall retain all steam condensate for all steam delivered to Fertilizer Company hereunder. Section 2.2 Nitrogen . Fertilizer Company shall make available to Refinery Company, solely for use at the Refinery, any Nitrogen produced by the BOC Facility and available to Fertilizer Company that is not required, as determined in a commercially reasonable manner by the Fertilizer Company based on its then current or anticipated operational requirements, for the operation of the Fertilizer Plant, following reasonable notice from Refinery Company requesting such Nitrogen, at a cost to Refinery Company as designated on Exhibit B hereto.

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Section 2.3 Instrument Air . (a) Fertilizer Company shall make available for purchase by Refinery Company, for use solely at the Refinery, Instrument Air at a flow rate of not less than 3mscf/minute to the extent produced by the BOC Facility and available to Fertilizer Company, at a cost to Refinery Company as designated on Exhibit B hereto and following reasonable request and notice from Refinery Company. (b) Refinery Company shall make available for purchase by Fertilizer Company for use solely at the Fertilizer Plant, Instrument Air to the extent that Instrument Air is not available from the BOC Facility and is available from Refinery Company at a flow rate of not less than 3 mscf/minute and at a cost to Fertilizer Company as designated on Exhibit B and following reasonable request and notice from the Fertilizer Company. (c) Either Fertilizer Company or Refinery Company may terminate its obligation to make Instrument Air available for purchase by the other party hereunder upon not less than twelve (12) months prior written notice to the other party. Section 2.4 Oxygen Supply to Refinery . Fertilizer Company shall provide to Refinery Company, solely for use at the Refinery, any Oxygen produced by the BOC Facility and made available to Fertilizer Company, as determined in a commercially reasonable manner by the Fertilizer Company not to exceed 29.8 STPD, based on its then current or anticipated operational requirements for the operation of the Fertilizer Plant, which Oxygen is not required for the operation of the Fertilizer Plant, following reasonable notice from Refinery Company requesting such Oxygen, at a cost to Refinery Company as designated on Exhibit B hereto. Section 2.5 Coke Supply to Fertilizer Plant . The terms and conditions governing Refinery Company' s sales of Coke to Fertilizer Company shall be set forth in the Coke Supply Agreement. Section 2.6 Sulfur; TKI Agreements . (a) TKI Phase II Agreement . Refinery Company shall provide to TKI the utilities described in Section 2.6 of the TKI Phase II Agreement. Fertilizer Company shall reimburse Refinery Company for such utilities provided. Without limiting the foregoing, Fertilizer Company shall reimburse Refinery Company for electricity used by the Offsite Sulfur Recovery Unit as determined by the estimated electrical load of the Offsite Sulfur Recovery Unit, which estimated electrical load is 1,051 kilowatts. The number of kilowatts provided for in the immediately preceding sentence will be multiplied by the average rate per kilowatt hour that the Refinery Company pays for electricity times the hours the Offsite Sulfur Recovery Unit is in operation in the calendar month for which such electricity reimbursement is being calculated. Refinery Company shall send a monthly invoice for such electricity cost as calculated in this Subsection along with Fertilizer Company' s allocated share (as such allocation is reasonably agreed to by the Parties) of such other utilities provided by Refinery Company to TKI as required by the TKI Phase II Agreement. Fertilizer Company shall pay each such invoice within 15 days after receipt. Refinery Company shall receive, at no cost to either Owner, all return utility streams consisting primarily of low pressure steam (but excluding sulfur from the Offsite Sulfur

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Recovery Unit) and steam condensate under the TKI Phase II Agreement. Fertilizer Company shall not amend or terminate the TKI Phase II Agreement without the prior written consent of Refinery Company, which consent shall not be unreasonably withheld or delayed. Refinery Company shall not amend or terminate the TKI Phase I Agreement without the prior written consent of Fertilizer Company, which consent shall not be unreasonably withheld or delayed. (b) Cost Sharing . The TKI General Plant and Labor Costs shall be shared equally by the Parties; provided, however, that in those instances where a particular cost can be reasonably determined to be associated with a particular Party, such Party shall bear such cost. Section 2.7 Water . (a) Raw Water . The allocation of raw water rights and obligations between the Fertilizer Company and the Refinery Company is provided in the Raw Water and Facilities Sharing Agreement. (b) Sour Water . Refinery Company shall receive and process, at no cost to Fertilizer Company, all of the Sour Water produced at the Fertilizer Plant which does not exceed the volume parameters set forth on Exhibit B hereto. (c) Refinery Supply of Fire Water . Refinery Company shall, at no cost or expense to Fertilizer Company, use reasonable efforts to keep and maintain its Fire Water systems, tanks, water inventory and equipment in such condition, repair and state of readiness so as to allow uninterrupted service to Fertilizer Company for use at the Fertilizer Plant and shall grant Fertilizer Company access to the Fire Water system for use of such system in conjunction with the Fire Water system of the Fertilizer Plant, for use in connection with Fertilizer Company' s street sweeper and for use in washing down the Fertilizer Plant coke pad. The Refinery' s Fire Water system and the points of access by Fertilizer Company to the Fire Water system are designated on Plot Plan A which constitutes part of Exhibit A hereto. Notwithstanding the foregoing, Fertilizer Company acknowledges and agrees that Refinery Company shall not be liable for any damages incurred resulting from its failure or inability to provide Fire Water hereunder. If the Refinery Company should cease operations of the Refinery (including the Refinery Fire Water system), Refinery Company shall provide advance notice of such cessation of operations to Fertilizer Company and Fertilizer Company may, upon notice to Refinery Company, operate such Refinery Fire Water System, at the cost and expense of the Fertilizer Company and for the benefit of the Fertilizer Company for a period of up to two years. Section 2.8 Security . Fertilizer Company agrees to pay its pro rata share (determined as provided in Exhibit B ) of security services provided under the Security Contract upon receipt of an invoice from Refinery Company for such pro rata share, as provided in Exhibit B . Refinery Company and Fertilizer Company shall also cooperate in developing and administering a mutual security plan. Refinery Company may, upon six (6) months prior written notice to Fertilizer Company, require Fertilizer Company to enter into a separate agreement for security services and adopt and administer a security plan covering solely its premises. Fertilizer Company may, upon six (6) months prior written notice to Refinery Company, terminate taking security services from Refinery Company, whereupon at the end of such six (6) month period, Fertilizer Company may cease paying Refinery Company for such security services and will

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adopt and administer its own security plan. Fertilizer Company acknowledges and agrees that Refinery Company shall not be liable to Fertilizer Company for any damages, losses or other liability arising, directly or indirectly, out of the services performed by any service provider engaged by Refinery Company to perform security services, or arising, directly or indirectly, out of any mutual security plan. Section 2.9 Hydrogen Supply to Refinery . (a) Until the Hydrogen Reduction Date, Fertilizer Company agrees to provide to Refinery Company all of Refinery Company' s net Hydrogen requirements at the Refinery (ie. Refinery Company' s Hydrogen requirements at the Refinery in excess of its own Hydrogen production at the Refinery) from time to time at the flow rate and specifications, and at the price, set forth on Exhibit B . Refinery Company shall provide Fertilizer Company no later than each August 1 prior to the Hydrogen Reduction Date a good faith forecast setting forth Refinery Company' s estimated monthly Hydrogen usage for the annual period starting August 1. Refinery Company shall also provide not later than the last day of each calendar month a request to Fertilizer Company setting forth Refinery Company' s good faith estimate of the daily quantity of Hydrogen it requires for the succeeding calendar month. If Refinery Company decides not to take Hydrogen from Fertilizer Company in any calendar month then Refinery Company shall so notify Fertilizer Company no later than the fifteenth (15 th ) day of the calendar month immediately preceding the calendar month for which Refinery Company does not require Hydrogen. To the extent Refinery Company requires Hydrogen in excess of the amount set forth in any monthly notice to Fertilizer Company, Fertilizer Company shall use commercially reasonable efforts to promptly fulfill such supplemental request, provided that Fertilizer Company shall not be required to incur any additional costs in fulfilling any such supplemental request. Refinery Company shall only be invoiced for Hydrogen actually requested by and provided to Refinery Company (and shall not be liable in the event the amount requested is less than Refinery Company' s good faith estimate). (b) Commencing on the Hydrogen Reduction Date and continuing during the term of this Agreement (the " Hydrogen Reduction Period" ): (i) Fertilizer Company agrees to provide to Refinery Company, upon reasonable request, up to 30 mmscfd of Hydrogen (the " Initial Requirement" ) during any ten (10) consecutive day period (an " Initial Requirement Period" ), provided that: (A) If Fertilizer Company provides any Initial Requirement to Refinery Company during an Initial Requirement Period, then Fertilizer Company shall have no obligation to provide any further Initial Requirement to Refinery Company for a period (the " Replenishment Period" ) of thirty (30) days following the last day of the most recent Initial Requirement Period during which any Initial Requirement was provided; and (B) Refinery Company shall pay to Fertilizer Company (in addition to the applicable price set forth on Exhibit B for Hydrogen purchased by Refinery Company from Fertilizer Company during the Hydrogen Reduction Period) a Monthly Demand Charge for each month during the Hydrogen Reduc ...