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

________ __, 2007

Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Xxxxx & Company, L.P.
000 Xxxx Xxxxxx, 00^xx 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, pursuant to each of the GS Letter and the Xxxxx Letter (i) each of the GS Letter and the Xxxxx Letter will automatically 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 under each of the GS Letter and Xxxxx Letter, including, without limitation, 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, 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

By

Name:

Title:

Agreed and accepted:
XXXXXXX, SACHS & CO.
		By:
				Name:
				Title:
XXXXX & COMPANY, L.P.
		By:		Xxxxx & Companies, Inc.,
				its general partner
				By:
						Name:
						Title:

[Signature Page to Letter Agreement]