UNDERWRITING AGREEMENTUnderwriting Agreement • May 28th, 2013 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
Coffeyville Resources, LLC, a Delaware limited liability company (“Coffeyville Resources”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC, Jefferies LLC and J.P. Morgan Securities LLC are acting as representatives (collectively, the “Representatives”), an aggregate of 12,000,000 common units (the “Firm LP Units”) representing limited partner interests (the “Common Units”) in CVR Partners, LP, a Delaware limited partnership (the “Company”), and, at the election of the Underwriters, up to 1,800,000 Common Units (the “Optional LP Units”). The Firm LP Units and the Optional LP Units that the Underwriters elect to purchase pursuant to Section 2 hereof are collectively called the “LP Units.”
