Coffeyville Acquisition LLC 10 E. Cambridge Circle, Ste. 250 Kansas City, Kansas 66103
Exhibit 10.41
Coffeyville Acquisition LLC
00 X. Xxxxxxxxx Xxxxxx, Xxx. 000
Xxxxxx Xxxx, Xxxxxx 00000
00 X. Xxxxxxxxx Xxxxxx, Xxx. 000
Xxxxxx Xxxx, Xxxxxx 00000
, 2007
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx & Company, L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to that letter agreement, dated June 24, 2005, by and between Coffeyville
Acquisition LLC (the “Company”) and Xxxxxxx, Xxxxx & Co. (“GS” and such letter, the
“GS Letter”), and that letter agreement, dated June 24, 2005, by and between the Company
and Xxxxx & Company, L.P. (“Xxxxx, and such letter, the “Xxxxx Letter”).
The parties hereto acknowledge that (i) each of the GS Letter and the Xxxxx Letter will
terminate upon the consummation of the initial public offering of shares of common stock of CVR
Energy, Inc., a Delaware corporation and a direct subsidiary of the Company, and (ii) the Company’s
obligations to indemnify each member of the Xxxxxxx Group (as such term is defined in the GS
Letter) and each member of the Xxxxx Group (as such term is defined in the Xxxxx Letter) and to
reimburse the out-of-pocket expenses of the Xxxxxxx Group and the Xxxxx Group, as outlined in the
GS Letter and the Xxxxx Letter, will survive such termination. The parties hereto further
acknowledge and agree that the fee payable with respect to such termination shall equal $10,000,000
($5,000,000 to GS and $5,000,000 to Xxxxx).
Very truly yours, COFFEYVILLE ACQUISITION LLC |
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By | ||||
Name: | Xxxxx X. Xxxx | |||
Title: | Chief Financial Officer | |||
[Signature
Page to Letter Agreement]
Agreed and accepted:
XXXXXXX, SACHS & CO.
By:
|
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Name: | ||||
Title: | ||||
XXXXX & COMPANY, L.P. | ||||
By:
|
Xxxxx & Companies, Inc., | |||
its General Partner | ||||
By: |
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Name: Xxxxx X. Xxxxxxx, XX | ||||
Title: Vice President & General Counsel |
[Signature
Page to Letter Agreement]