Coffeyville Acquisition LLC 10 E. Cambridge Circle, Ste. 250 Kansas City, Kansas 66103

Exhibit 10.23

Coffeyville Acquisition LLC
▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇

October 24, 2007

▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇ & Company, L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Ladies and Gentlemen:

     Reference is made to that letter agreement, dated June 24, 2005, by and between Coffeyville Acquisition LLC (the “Company”) and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. (“GS” and such letter, the “GS Letter”), and that letter agreement, dated June 24, 2005, by and between the Company and ▇▇▇▇▇ & Company, L.P. (“▇▇▇▇▇, and such letter, the “▇▇▇▇▇ Letter”).

     The parties hereto acknowledge that (i) each of the GS Letter and the ▇▇▇▇▇ 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 Goldman Group (as such term is defined in the GS Letter) and each member of the ▇▇▇▇▇ Group (as such term is defined in the ▇▇▇▇▇ Letter) and to reimburse the out-of-pocket expenses of the Goldman Group and the ▇▇▇▇▇ Group, as outlined in the GS Letter and the ▇▇▇▇▇ 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 ▇▇▇▇▇).

[signature page follows]

[Signature Page to Letter Agreement]

[Signature Page to Letter Agreement]