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Amended And Restated First Lien Pledge And Security Agreement

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Exhibit 10.2 AMENDED AND RESTATED
FIRST LIEN PLEDGE AND SECURITY AGREEMENT by and between COFFEYVILLE RESOURCES, LLC
CL JV HOLDINGS, LLC,
COFFEYVILLE PIPELINE, INC.,
COFFEYVILLE REFINING AND MARKETING, INC.,
COFFEYVILLE NITROGEN FERTILIZERS, INC.,
COFFEYVILLE CRUDE TRANSPORTATION, INC.,
COFFEYVILLE TERMINAL, INC.,
COFFEYVILLE RESOURCES PIPELINE, LLC,
COFFEYVILLE RESOURCES REFINING AND MARKETING, LLC,
COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC,
COFFEYVILLE RESOURCES CRUDE TRANSPORTATION, LLC, and
COFFEYVILLE RESOURCES TERMINAL, LLC
(Grantors)and CREDIT SUISSE
(Collateral Agent) Dated as of December 28, 2006


TABLE OF CONTENTS PAGE SECTION 1. DEFINITIONS; GRANT OF SECURITY 2 1.1 General Definitions 2 1.2 Definitions; Interpretation 9 SECTION 2. GRANT OF SECURITY 10 2.1 Continuing Grant of Security 10 2.2 Grant of Security 10 2.3 Certain Limited Exclusions 11 SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE 11 3.1 Security for Obligations 11 3.2 Continuing Liability Under Collateral 11 SECTION 4. REPRESENTATIONS AND WARRANTIES AND COVENANTS 12 4.1 Generally 12 4.2 Equipment and Inventory 14 4.3 Receivables 15 4.4 Investment Related Property 17 4.5 Material Contracts 23 4.6 Letter of Credit Rights 23 4.7 Intellectual Property 24 4.8 Commercial Tort Claims 26 SECTION 5. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS 27 5.1 Access; Right of Inspection 27 5.2 Further Assurances 27 5.3 Additional Grantors 28 SECTION 6. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT 28 6.1 Power of Attorney 28 6.2 No Duty on the Part of Collateral Agent or Secured Parties 29 SECTION 7. REMEDIES 29 7.1 Generally 29 7.2 Application of Proceeds 31 7.3 Sales on Credit 31 7.4 Deposit Accounts 31 7.5 Investment Related Property 32 7.6 Intellectual Property 32 7.7 Cash Proceeds 34 SECTION 8. COLLATERAL AGENT 34

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PAGE SECTION 9. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS; RELEASES 35 SECTION 10. RIGHTS UNDER HEDGE AGREEMENTS; RIGHTS OF HOLDERS OF SPECIFIED SECURED HEDGE INDEBTEDNESS 35 SECTION 11. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM 36 SECTION 12. MISCELLANEOUS 36 SCHEDULE 4.1 - GENERAL INFORMATION SCHEDULE 4.2 - LOCATION OF EQUIPMENT AND INVENTORY SCHEDULE 4.4 - INVESTMENT RELATED PROPERTY SCHEDULE 4.6 - DESCRIPTION OF LETTERS OF CREDIT SCHEDULE 4.7 - INTELLECTUAL PROPERTY SCHEDULE 4.8 - COMMERCIAL TORT CLAIMS EXHIBIT A - PLEDGE SUPPLEMENT EXHIBIT B - UNCERTIFICATED SECURITIES CONTROL AGREEMENT EXHIBIT C - SECURITIES ACCOUNT CONTROL AGREEMENT EXHIBIT D - DEPOSIT ACCOUNT CONTROL AGREEMENT

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AMENDED AND RESTATED FIRST LIEN PLEDGE AND SECURITY AGREEMENT This AMENDED AND RESTATED FIRST LIEN PLEDGE AND SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this " Agreement" ), dated as of December 28, 2006, is made by and between COFFEYVILLE RESOURCES, LLC, a Delaware limited liability company (the " Company" ), CERTAIN AFFILIATES OF THE COMPANY as guarantors (the " Guarantors" and each of the Guarantors and the Company, together with its successors and permitted assigns, are referred to hereinafter each individually as a " Grantor" , and collectively as the " Grantors" ) and CREDIT SUISSE, in its capacity as the Collateral Agent for the Secured Parties described below (together with its successors, designees and permitted assigns in such capacity, the " Collateral Agent" ).RECITALS: WHEREAS, Company, the other Guarantors, various financial institutions and other Persons from time to time parties thereto as lenders (the " Lenders" ), Goldman Sachs Credit Partners L.P. and Credit Suisse, as joint lead arrangers and joint bookrunners (the " Arrangers" ), Credit Suisse, as administrative agent (together with its successors in such capacity, the " Administrative Agent" ) and collateral agent (together with its successors in such capacity, the " Collateral Agent" ), and the other Agents party thereto are entering into that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the " Credit Agreement" ) in order to amend and restate the Existing Credit Agreement to provide (i) that on the Effective Date the aggregate commitments available under the Existing Credit Agreement (as defined below) will be increased to $1,075,000,000, (ii) for new Tranche D Term Loans, new Revolving Commitments and new Credit Linked Deposits to be made on the Effective Date, and (iii) for certain other amendments to the Existing Credit Agreement and related documents on the terms set forth therein; WHEREAS, in conjunction with the Existing Credit Agreement, the First Lien Pledge and Security Agreement dated as of June 24, 2005, as amended as of July 8, 2005 (the " Existing Security Agreement" ) was entered into among the Grantors party thereto (together with each Guarantor that became a " Grantor" thereunder prior to the date hereof, the " Existing Grantors" ) and the collateral agent thereunder pursuant to which such Existing Grantors granted a security interest in all of their personal property collateral to secure the payment and performance in full when due of all obligations described therein; and WHEREAS, in conjunction with the Credit Agreement, the parties to the Existing Security Agreement intend to amend and restate the Existing Security Agreement and to confirm the grant of the security interest in favor of the Collateral Agent under the Existing Security Agreement to secure the payment and performance when due of all of the Secured Obligations. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Lenders and the Issuing Banks to make Credit Extensions to the Company pursuant to the Credit Agreement and to Induce the Swap Counterparty to maintain the Swap Agreement, each Grantor and the Collateral Agent agree, for the benefit of each Secured Party that the Existing Security Agreement is hereby amended and restated to read in its entirety as follows:

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SECTION 1. DEFINITIONS; GRANT OF SECURITY. 1.1 General Definitions . In this Agreement, the following terms shall have the following meanings: " Account Debtor" shall mean each Person who is obligated on a Receivable or any Supporting Obligation related thereto. " Accounts" shall mean all " accounts" as defined in Article 9 of the UCC. " Additional Grantors" shall have the meaning assigned in Section 5.3. " Agreement" shall have the meaning set forth in the preamble. " Assigned Agreements" shall mean all agreements and contracts to which such Grantor is a party as of the date hereof, or to which such Grantor becomes a party after the date hereof, including, without limitation, each Material Contract, as each such agreement may be amended, supplemented or otherwise modified from time to time. " Bankruptcy Code" shall mean Title 11 of the United States Code entitled " Bankruptcy" , as now and hereafter in effect, or any successor statute. " Cash Proceeds" shall have the meaning assigned in Section 7.7. " Chattel Paper" shall mean all " chattel paper" as defined in Article 9 of the UCC, including, without limitation, " electronic chattel paper" or " tangible chattel paper" , as each term is defined in Article 9 of the UCC. " Collateral" shall have the meaning assigned in Section 2.2. " Collateral Account" shall mean any account established by the Collateral Agent. " Collateral Agent" shall have the meaning set forth in the preamble. " Collateral Records" shall mean books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon. " Collateral Support" shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property. " Commercial Tort Claims" shall mean all " commercial tort claims" as defined in Article 9 of the UCC, including, without limitation, all commercial tort claims listed on Schedule 4.8 (as such schedule may be amended or supplemented from time to time). " Commodities Accounts" (i) shall mean all " commodity accounts" as defined in Article 9 of the UCC and (ii) shall include, without limitation, all of the accounts listed on

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Schedule 4.4 under the heading " Commodities Accounts" (as such schedule may be amended or supplemented from time to time). " Company" shall have the meaning set forth in the recitals. " Controlled Foreign Corporation" shall mean " controlled foreign corporation" as defined in the Tax Code, the equity interests of which are held directly by one or more Grantors. " Copyright Licenses" shall mean any and all agreements providing for the granting of any right in or to Copyrights (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.7(B) (as such schedule may be amended or supplemented from time to time). " Copyrights" shall mean all United States, and foreign copyrights (including Community designs), including but not limited to copyrights in software and databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations and applications referred to in Schedule 4.7(A) (as such schedule may be amended or supplemented from time to time), (ii) all extensions and renewals thereof, (iii) all rights corresponding thereto throughout the world, (iv) all rights to sue for past, present and future infringements thereof, and (v) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages and proceeds of suit. " Credit Agreement" shall have the meaning set forth in the recitals. " Deposit Accounts" (i) shall mean all " deposit accounts" as defined in Article 9 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.4 under the heading " Deposit Accounts" (as such schedule may be amended or supplemented from time to time). " Documents" shall mean all " documents" as defined in Article 9 of the UCC. " Equipment" shall mean: (i) all " equipment" as defined in Article 9 of the UCC, (ii) all machinery, manufacturing equipment, data processing equipment, computers, office equipment, furnishings, furniture, appliances, fixtures and tools (in each case, regardless of whether characterized as equipment under the UCC) and (iii) all accessions or additions thereto, all parts thereof, whether or not at any time of determination incorporated or installed therein or attached thereto, and all replacements therefor, wherever located, now or hereafter existing, including any fixtures, excluding however, all Excluded Equipment. " Excluded Equipment" shall mean at any date any Equipment of a Credit Party which is subject to, or secured by, a Permitted Lien if and to the extent that (i) any Indebtedness secured by such Permitted Lien is permitted pursuant to Section 6.1 of the Credit Agreement, (ii) the express terms of a valid and enforceable restriction in favor of a Person who is not a Credit Party which is contained in the agreements or documents granting such Permitted Lien or governing the Indebtedness secured thereby and which is permitted to exist pursuant to Section 6.4 or 6.6 of the Credit Agreement prohibits, or requires any consent or establishes any other conditions for, an assignment thereof, or a grant of a security interest therein, by a Credit Party and (iii) such restriction relates only to the asset or assets subject to such Permitted Lien;

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provided that all proceeds paid or payable to any Credit Party from any sale, transfer or assignment or other voluntary or involuntary disposition of such Equipment and all rights to receive such Proceeds shall be included in the Collateral to the extent not otherwise required to be paid to the holder of the Indebtedness secured by such Permitted Lien in such Equipment. " Exempt Deposit Accounts" shall mean each and every Deposit Account (A) the balance of which consists exclusively of (i) withheld income taxes and federal, state or local employment taxes in such amounts as are required in the reasonable judgment of the Company to be paid to the Internal Revenue Service or state or local government agencies within the following two months with respect to employees of any of the Credit Parties and (ii) amounts required to be paid over to an employee benefit plan pursuant to DOL Reg. Sec. 2510.3-102 on behalf of or for the benefit of employees of one or more Credit Parties and all segregated Deposit Accounts constituting (and the balance of which consist solely of funds set aside in connection with) taxes accounts, payroll accounts and trust accounts or (B) the average aggregate overnight balances in which do not exceed $1,000,000 during any period of seven consecutive days and, the aggregate balances in all such accounts do not exceed $5,000,000 at any time. " ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto. " Event of Default" shall mean an Event of Default under any of the First Lien Credit Documents which, solely for the purposes of Section 7 of this Agreement, has resulted in the Administrative Agent exercising any of its rights under the last paragraph of Section 8.1 of the Credit Agreement. " Exempt Securities Accounts" shall mean each and every Securities Account the average aggregate overnight balances in which do not exceed $1,000,000 during any period of seven consecutive days and, the aggregate balances in all such accounts do not exceed $5,000,000 at any time. " Existing Grantors" shall have the meaning set forth in the recitals. " Existing Security Agreement" shall have the meaning set forth in the recitals. " First Lien Credit Documents" shall mean the Credit Agreement, the Credit Documents, any Credit Facility (as defined in the Intercreditor Agreement), the Swap Agreement, any other Hedge Agreements entered into with a Lender Counterparty and any agreement for Specified Secured Hedge Indebtedness entered into with a Specified Hedge Counterparty, and each of the other agreements, documents and instruments providing for or evidencing any other Obligation, and any other document or instrument executed or delivered at any time in connection with any Obligations, including any intercreditor or joinder agreement among holders of Obligations, to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed or extended from time to time in accordance with the provisions of the Intercreditor Agreement. " General Intangibles" (i) shall mean all " general intangibles" as defined in Article 9 of the UCC, including " payment intangibles" also as defined in Article 9 of the UCC and (ii) shall include, without limitation, all interest rate or currency protection or hedging arrangements, all tax refunds, all licenses, permits, concessions and authorizations, all Assigned Agreements and all Grantor Intellectual Property (in each case, regardless of whether characterized as general intangibles under the UCC).

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" Goods" (i) shall mean all " goods" as defined in Article 9 of the UCC and (ii) shall include, without limitation, all Inventory and Equipment (in each case, regardless of whether characterized as goods under the UCC). " Grantors" shall have the meaning set forth in the preamble. " Grantor Intellectual Property" shall have the meaning set forth in Section 4.7(a)(ii) herein. " Guarantors" shall have the meaning set forth in the recitals. " Indemnitee" shall mean the Collateral Agent, and its and its Affiliates' officers, partners, directors, trustees, employees and agents. " Instruments" shall mean all " instruments" as defined in Article 9 of the UCC. " Insurance" shall mean (i) all insurance policies covering any or all of the Collateral (regardless of whether the Collateral Agent is the loss payee thereof) and (ii) any key man life insurance policies. " Intellectual Property" shall mean, collectively, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets, and the Trade Secret Licenses. " Inventory" shall mean (i) all " inventory" as defined in Article 9 of the UCC and (ii) all goods held for sale or lease or to be furnished under contracts of service or so leased or furnished, all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in any Grantor' s business; all goods in which any Grantor has an interest in mass or a joint or other interest or right of any kind; and all goods which are returned to or repossessed by any Grantor, all computer programs embedded in any goods and all accessions thereto and products thereof (in each case, regardless of whether characterized as inventory under the UCC). " Investment Accounts" shall mean the Collateral Account, Securities Accounts, Commodities Accounts and Deposit Accounts. " Investment Related Property" shall mean: (i) all " investment property" (as such term is defined in Article 9 of the UCC) and (ii) all of the following (regardless of whether classified as investment property under the UCC): all Pledged Equity Interests, Pledged Debt, the Investment Accounts and certificates of deposit. " Lender" shall have the meaning set forth in the recitals. " Letter of Credit Right" shall mean " letter-of-credit right" as defined in Article 9 of the UCC. " Money" shall mean " money" as defined in the UCC. " Non-Assignable Contract" shall mean any agreement, contract or license to which any Grantor is a party that by its terms purports to restrict or prevent the assignment or

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granting of a security interest therein (either by its terms or by any federal or state statutory prohibition or otherwise irrespective of whether such prohibition or restriction is enforceable under Section 9-406 through 409 of the UCC). " Obligations" shall mean all obligations of every nature of each Grantor from time to time owed to the Secured Parties or any of them under the Credit Agreement, the Swap Agreement, Hedge Agreements, agreements for Specified Secured Hedge Indebtedness (in an aggregate amount not to exceed $25,000,000 less the amount of Indebtedness secured by Liens permitted by Section 6.2(u)) and other First Lien Credit Documents, and shall include all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding (as defined in the Intercreditor Agreement) accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant First Lien Credit Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding, reimbursement of amounts drawn under letters of credit, payments for early termination of the Swap Agreement, Hedge Agreements or agreements for Specified Secured Hedge Indebtedness, fees, expenses, indemnification or otherwise. " Patent Licenses" shall mean all agreements providing for the granting of any right in or to Patents (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.7(D) (as such schedule may be amended or supplemented from time to time). " Patents" shall mean all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing, including, but not limited to: (i) each patent and patent application referred to in Schedule 4.7(C) hereto (as such schedule may be amended or supplemented from time to time), (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all rights corresponding thereto throughout the world, (iv) all inventions and improvements described therein, (v) all rights to sue for past, present and future infringements thereof, (vi) all licenses, claims, damages, and proceeds of suit arising therefrom, and (vii) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit. " Pledge Supplement" shall mean any supplement to this agreement in substantially the form of Exhibit A. " Pledged Debt" shall mean all Indebtedness owed to such Grantor, including, without limitation, all Indebtedness described on Schedule 4.4(A) under the heading " Pledged Debt" (as such schedule may be amended or supplemented from time to time), issued by the obligors named therein, the instruments evidencing such Indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Indebtedness. " Pledged Equity Interests" shall mean all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests. " Pledged LLC Interests" shall mean all interests in any limited liability company including, without limitation, all limited liability company interests listed on Schedule 4.4(A) under the heading " Pledged LLC Interests" (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such limited liability company interests and any interest of such Grantor on the books and records of such limited

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liability company or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company interests. " Pledged Partnership Interests" shall mean all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading " Pledged Partnership Interests" (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests. " Pledged Stock" shall mean all shares of capital stock owned by such Grantor, including, without limitation, all shares of capital stock described on Schedule 4.4(A) under the heading " Pledged Stock" (as such schedule may be amended or supplemented from time to time), and the certificates, if any, representing such shares and any interest of such Grantor in the entries on the books of the issuer of such shares or on the books of any securities intermediary pertaining to such shares, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares. " Pledged Trust Interests" shall mean all interests in a Delaware business trust or other trust including, without limitation, all trust interests listed on Schedule 4.4(A) under the heading " Pledged Trust Interests" (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such trust interests and any interest of such Grantor on the books and records of such trust or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such trust interests. " Proceeds" shall mean: (i) all " proceeds" as defined in Article 9 of the UCC, (ii) payments or distributions made with respect to any Investment Related Property and (iii) whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary. " Receivables" shall mean all rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, including, without limitation all such rights constituting or evidenced by any Account, Chattel Paper, Instrument, General Intangible or Investment Related Property, together with all of Grantor' s rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Receivables Records. " Receivables Records" shall mean (i) all original copies of all documents, instruments or other writings or electronic records or other Records evidencing the Receivables, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and

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other papers relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession or under the control of Grantor or any computer bureau or agent from time to time acting for Grantor or otherwise, (iii) all evidences of the filing of financing statements and the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors or secured parties, and certificates, acknowledgments, or other writings, including, without limitation, lien search reports, from filing or other registration officers, (iv) all credit information, reports and memoranda relating thereto and (v) all other written or nonwritten forms of information related in any way to the foregoing or any Receivable. " Record" shall have the meaning specified in Article 9 of the UCC. " Secured Obligations" shall have the meaning assigned in Section 3.1. " Secured Parties" shall mean the Agents, Lenders, the Swap Counterparty, the Lender Counterparties, and financial institutions who hold obligations consisting of Specified Secured Hedge Indebtedness, such parties, the " Specified Hedge Counterparties" , and shall include, without limitation, all former Agents, Lenders, the Swap Counterparties, Lender Counterparties and Specified Hedge Counterparties to the extent that any Obligations owing to such Persons were incurred while such Persons were Agents, Lenders, Swap Counterparties, Lender Counterparties or Specified Hedge Counterparties and such Obligations have not been paid or satisfied in full. " Securities" shall mean any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as " securities" or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing. " Securities
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