AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT
Exhibit 10.23.2
Amendment No. 2, dated as of July 25, 2005 (this “Amendment No. 2”), to the Stock
Purchase Agreement, dated as of May 15, 2005 (as amended by Amendment No. 1 thereto, dated as of
June 24, 2005, the “Stock Purchase Agreement”), between COFFEYVILLE GROUP HOLDINGS, LLC, a
Delaware limited liability company (“Seller”), and COFFEYVILLE ACQUISITION LLC, a Delaware
limited liability company (“Buyer”). Capitalized terms used but not defined herein shall
have the respective meanings ascribed to such terms in the Stock Purchase Agreement. All section
references used herein are to the Stock Purchase Agreement.
W I T N E S S E T H:
WHEREAS, Buyer and Seller have entered into the Stock Purchase Agreement; and
WHEREAS, Buyer and Seller desire to amend the terms of the Stock Purchase Agreement as set
forth below.
NOW, THEREFORE, in consideration of the foregoing, Buyer and Seller hereby agree to amend the
Stock Purchase Agreement as follows:
ARTICLE I
Amendment to the Stock Purchase Agreement
Section 3.2(b)(i) of the Stock Purchase Agreement is hereby amended and restated in its
entirety to read as follows:
“As promptly as practicable after the Closing Date, but not later than August 17, 2005,
Buyer will deliver to Seller a statement (the
“Post-Closing Statement”) setting forth in reasonable
detail Buyer’s calculation of (i) the Working Capital as of the close of business on the Business
Day prior to the Closing Date based on actual results (the
“Post-Closing Buyer Calculated Working
Capital Amount”), (ii) the Indebtedness Amount and (iii) the Capex Amount; provided, that, Buyer
will deliver to Seller a draft statement (the “Draft
Statement”) containing all such information
and calculations other than tax amounts (“Income Tax Liabilities” (excluding Deferred Tax
Liabilities) on Appendix 1 to Schedule 3.2(a) hereto), some or all of which information and
calculations may be preliminary and in draft form, not later than July 29, 2005, it being
understood and agreed that the Post-Closing Statement will supersede the Draft Statement in all
respects and that no information or calculations contained in the Draft Statement will be used by
Buyer or Seller, or have any force or effect, for any purpose whatsoever under this Agreement.”
ARTICLE II
Miscellaneous
2.1. Effect of Amendment. Except as and to the extent expressly modified by this
Amendment No. 2, the Stock Purchase Agreement shall remain in full force and effect in all
respects. All references in the Stock Purchase Agreement to “the Agreement” are references to the
Stock Purchase Agreement as amended by this Amendment No. 2.
2.2. No Third-Party Beneficiaries. Notwithstanding anything contained in this
Amendment No. 2 to the contrary, nothing in this Amendment No. 2, express or implied, is intended
to confer on any person, other than the parties hereto or their respective successors and permitted
assigns, any rights, remedies, obligations or liabilities under or by reason of this Amendment No.
2.
2.3. Governing Law. This Amendment No. 2 shall be governed by and construed and
interpreted in accordance with and governed by the laws of the State of New York applicable to
agreements made and to be performed entirely within such state, including all matters of
construction, validity and performance.
2.4. Counterparts. This Amendment No. 2 may be executed in one or more
counterparts each of which shall be deemed an original but all of which together shall constitute
but one and the same instrument.
2.5. Amendment. This Amendment No. 2 may not be amended except by an instrument
in writing signed on behalf of each of Buyer and Seller.
[Signature page follows]
2
IN WITNESS WHEREOF, Buyer and Seller have executed this Amendment No. 2 as of the date set
forth above.
| COFFEYVILLE GROUP HOLDINGS, LLC | ||||||
| By: | Coffeyville Resources Management, Inc., | |||||
| its Managing Member | ||||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||||
| Title: Chief Executive Officer | ||||||
| COFFEYVILLE ACQUISITION LLC | ||||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||||
| Name: Xxxx X. Xxxxxxxx | ||||||
| Title: President and Chief Executive Officer | ||||||