0000950123-11-103379 Sample Contracts

STOCK PURCHASE AND SALE AGREEMENT By and Among The Gary-Williams Company, GWEC Holding Company, Inc., Gary-Williams Energy Corporation, CVR Energy, Inc. and Coffeyville Resources, LLC Dated November 2, 2011

Stock Purchase and Sale Agreement • December 19th, 2011 • CVR Energy Inc • Petroleum refining • Delaware

• Contract Type
  Stock Purchase and Sale Agreement
• Filed
  December 19th, 2011
• Company
  CVR Energy Inc
• Industry
  Petroleum refining
• Jurisdiction
  Delaware

This STOCK PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into on November 2, 2011 (the “Signing Date”), by and among The Gary-Williams Company, Inc., a Delaware corporation (“Seller Parent”), GWEC Holding Company, Inc., a Delaware corporation (“Seller”), Gary-Williams Energy Corporation, a Delaware corporation (the “Company”), CVR Energy, Inc., a Delaware corporation (“Buyer Parent”), and Coffeyville Resources, LLC, a Delaware limited liability company (“Buyer”). Seller, Buyer, Seller Parent, Buyer Parent and the Company are each individually referred to herein as a “Party” and collectively as the “Parties.”

INCREMENTAL COMMITMENT AGREEMENT Deutsche Bank Trust Company Americas Barclays Bank PLC The Royal Bank of Scotland PLC SunTrust Bank Wells Fargo Bank, N.A. JP Morgan Chase Bank, N.A. PNC Bank, N.A. Capital One, N.A. Comerica Bank Flagstar Bank, FSB...

Incremental Commitment Agreement • December 19th, 2011 • CVR Energy Inc • Petroleum refining • New York

• Contract Type
  Incremental Commitment Agreement
• Filed
  December 19th, 2011
• Company
  CVR Energy Inc
• Industry
  Petroleum refining
• Jurisdiction
  New York

Reference is hereby made to the ABL Credit Agreement, dated as of February 22, 2011, among Coffeyville Pipeline, Inc., Coffeyville Refining & Marketing, Inc., Coffeyville Nitrogen Fertilizers, Inc., Coffeyville Crude Transportation, Inc., Coffeyville Terminal, Inc., CL JV Holdings, LLC, Coffeyville Resources, LLC (the “Company”), Coffeyville Resources Refining & Marketing, LLC, Coffeyville Resources Pipeline, LLC, Coffeyville Resources Crude Transportation, LLC, Coffeyville Resources Terminal, LLC, certain other Subsidiaries of the Holding Companies and the Company from time to time party thereto, the lenders from time to time party thereto, Deutsche Bank Trust Company Americas, JPMorgan Chase Bank, N.A. and Wells Fargo Capital Finance, LLC, as Co-ABL Collateral Agents, and Deutsche Bank Trust Company Americas, as Administrative Agent and Collateral Agent (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”). Unless otherwise defined herein, capital