BY AND AMONGMerger Agreement • February 6th, 2002 • American Real Estate Partners L P • Operators of nonresidential buildings • Delaware
fromSecurity Agreement • December 29th, 2005 • American Real Estate Partners L P • Operators of nonresidential buildings • New York
THORNWOOD ASSOCIATES L.P.Assignment and Assumption Agreement • December 10th, 2004 • American Real Estate Partners L P • Operators of nonresidential buildings
Dated as of February 7, 2005 by and amongRegistration Rights Agreement • February 10th, 2005 • American Real Estate Partners L P • Operators of nonresidential buildings • New York
AGREEMENT --------- Agreement made as of the 1st day of October 2011 (the "Effective Date") by and between Icahn Enterprises Holdings LP (the "Employer") and Vincent J. Intrieri residing at 200 East 66th Street, Apt. B1205 New York, New York 10065...Employment Agreement • September 30th, 2011 • Icahn Enterprises L.P. • Motor vehicle parts & accessories • New York
ANDIndenture • February 10th, 2005 • American Real Estate Partners L P • Operators of nonresidential buildings • New York
RECITALSSecurity and Pledge Agreement • December 10th, 2004 • American Real Estate Partners L P • Operators of nonresidential buildings • New York
EXHIBIT 99.3 MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated as of December 6, 2004Membership Interest Purchase Agreement • December 10th, 2004 • American Real Estate Partners L P • Operators of nonresidential buildings • New York
AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REAL ESTATE HOLDINGS, L.P. (A DELAWARE LIMITED PARTNERSHIP)Amended and Restated Agreement of Limited Partnership • March 31st, 2003 • American Real Estate Partners L P • Operators of nonresidential buildings • New Jersey
SUBSCRIPTION AGENT AGREEMENT This Subscription Agent Agreement (the "Agreement") is made as of August __, 1997 between American Real Estate Partners, L.P., a Delaware limited partnership (the "Partnership"), and Registrar and Transfer Company, a New...Subscription Agent Agreement • July 18th, 1997 • American Real Estate Partners L P • Operators of nonresidential buildings • New York
EXHIBIT 99.4 Assignment and Assumption Agreement Assignment and Assumption Agreement, dated as of December 6, 2004, is made and entered into by and among Arnos Corp., a Nevada corporation ("Arnos"), High River Limited Partnership, a Delaware limited...Assignment and Assumption Agreement • December 10th, 2004 • American Real Estate Partners L P • Operators of nonresidential buildings
RECITALSPledge Agreement • April 1st, 2002 • American Real Estate Partners L P • Operators of nonresidential buildings • New York
EXHIBIT 99.7 TERM LOAN AND SECURITY AGREEMENT [EXIT FACILITY]Term Loan and Security Agreement • December 10th, 2004 • American Real Estate Partners L P • Operators of nonresidential buildings • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 12th, 2012 • Icahn Enterprises L.P. • Motor vehicle parts & accessories • New York
This Agreement is made pursuant to the Purchase Agreement, dated July 9, 2012 (the “Purchase Agreement”), by and among the Company, the Guarantor and the Initial Purchaser. In order to induce the Initial Purchaser to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchaser set forth in Section 8(m) of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Indenture, dated as of January 15, 2010 (the “Indenture”), among the Company, the Guarantor and Wilmington Trust Company, as trustee, relating to the Offered Securities and the Exchange Securities (as defined below).
RECITALS:Escrow and Security Agreement • May 10th, 2004 • American Real Estate Partners L P • Operators of nonresidential buildings • Nevada
AMERICAN REAL ESTATE PARTNERS, L.P. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT is made as of the __ day of August, 1997 by and between AMERICAN REAL ESTATE PARTNERS, L.P., a Delaware limited partnership (the "Partnership"), and...Registration Rights Agreement • August 6th, 1997 • American Real Estate Partners L P • Operators of nonresidential buildings • New York
REGISTRATION RIGHTS AGREEMENT Dated as of May 28, 2024 by and among ICAHN ENTERPRISES L.P., ICAHN ENTERPRISES FINANCE CORP., ICAHN ENTERPRISES HOLDINGS L.P. and JEFFERIES LLCRegistration Rights Agreement • May 28th, 2024 • Icahn Enterprises L.P. • Motor vehicle parts & accessories • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 28, 2024, by and among Icahn Enterprises L.P., a Delaware limited partnership, as issuer (“Icahn Enterprises”), Icahn Enterprises Finance Corp., a Delaware corporation, as co-issuer (“Icahn Enterprises Finance” and, together with Icahn Enterprises, the “Company”), Icahn Enterprises Holdings L.P., a Delaware limited partnership (the “Guarantor”) and Jefferies LLC (the “Initial Purchaser”), who has agreed to purchase $750,000,000 in aggregate principal amount of the Company’s 9.000% Senior Notes due 2030 (the “Notes”) pursuant to the Purchase Agreement (as defined below). The Notes are to be guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) by the Guarantor.
CERTIFICATE OF AMENDMENTCertificate of Limited Partnership • May 15th, 2002 • American Real Estate Partners L P • Operators of nonresidential buildings • Delaware
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • August 26th, 2024 • Icahn Enterprises L.P. • Motor vehicle parts & accessories • New York
Icahn Enterprises L.P., a Delaware limited partnership (the “Company”), proposes to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), the Company’s depositary units representing limited partner interests (the “Depositary Units”), having an aggregate offering price of up to the Maximum Program Amount subject to the terms and conditions set forth in this agreement (this “Agreement”).
GUARANTYGuaranty • December 29th, 2005 • American Real Estate Partners L P • Operators of nonresidential buildings • New York
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 9th, 2008 • Icahn Enterprises L.P. • Miscellaneous fabricated textile products • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 6, 2008, is entered into by and among the entities listed on Schedule I hereto (each, a “Stockholder”) and Eli Lilly and Company, an Indiana corporation (“Parent”).
AMENDED AND RESTATED CO-MANAGER AGREEMENTCo-Manager Agreement • July 27th, 2012 • Icahn Enterprises L.P. • Motor vehicle parts & accessories • New York
Amended and Restated Co-Manager Agreement (the “Agreement”) made as of the 1st day of August 2012 (the “Execution Date”) by and between Icahn Enterprises L.P. and Icahn Capital LP (collectively, the “Employer”), and Brett Icahn (the “Employee”, and the Employee and David Schechter, each a “Co-Manager” and together the “Co-Managers”). Unless otherwise defined herein a capitalized term used herein shall have the meaning attributed to it in Section 15 hereof.
Exhibit 99.1 NOTE PURCHASE AGREEMENT Dated as of December 27, 2004Note Purchase Agreement • December 30th, 2004 • American Real Estate Partners L P • Operators of nonresidential buildings • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG NATIONAL ENERGY GROUP, INC., A DELAWARE CORPORATION, AREP OIL & GAS LLC, A DELAWARE LIMITED LIABILITY COMPANY AND NEG IPOCO, INC. A DELAWARE CORPORATION DATED: DECEMBER 7, 2005Merger Agreement • December 7th, 2005 • American Real Estate Partners L P • Operators of nonresidential buildings • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 7, 2005, is by and among NATIONAL ENERGY GROUP, INC., a Delaware corporation (the “Company”), AREP OIL & GAS LLC, a Delaware limited liability company (“AREP Oil & Gas”), NEG IPOCO, INC., a Delaware corporation (“IPO Co.”) wholly owned by AREH (as hereafter defined), and, solely for purposes of Sections 3.2, 3.3 and 4.16 of this Agreement, AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP, a Delaware limited partnership (“AREH”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Section 7.8 of this Agreement.
2,000,000 Depositary Units Icahn Enterprises L.P. UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2013 • Icahn Enterprises L.P. • Petroleum refining • New York
EXHIBIT 10.45 MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND BETWEEN W2007/ACEP HOLDINGS, LLCMembership Interest Purchase Agreement • April 24th, 2007 • American Real Estate Partners L P • Operators of nonresidential buildings • Delaware
CONTRIBUTION AND EXCHANGE AGREEMENT Dated as of January 12, 2010 by and among ICAHN ENTERPRISES L.P., BECKTON CORP., BARBERRY CORP., MODAL LLC and CABOOSE HOLDING LLCContribution and Exchange Agreement • January 15th, 2010 • Icahn Enterprises L.P. • Investors, nec • New York
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of January 12, 2010, is by and among Icahn Enterprises L.P., a Delaware limited partnership (“IEP”), Beckton Corp., a Delaware corporation (“Beckton”), Barberry Corp., a Delaware corporation (“Barberry”), Modal LLC, a Delaware limited liability company (“Modal”), and Caboose Holding LLC, a Delaware limited liability company (“Caboose” and, together with Barberry and Modal, each a “Contributing Party”, and collectively, the “Contributing Parties”). Capitalized terms not otherwise defined herein have the meanings set forth in Article X.
RECITALSAccommodation Pledge Agreement • April 1st, 2002 • American Real Estate Partners L P • Operators of nonresidential buildings • New York
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT among WESTPOINT HOME, INC., as the Borrower, the Lenders from time to time party thereto, and BANK OF AMERICA, N.A., as the Administrative AgentLoan and Security Agreement • August 9th, 2011 • Icahn Enterprises L.P. • Motor vehicle parts & accessories
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of June 15, 2011, among WESTPOINT HOME, INC., a Delaware corporation (the "Borrower"), each of the financial institutions identified as a Lender on Schedule 1 (together with each of their respective successors and permitted assigns, each, a "Lender," and collectively, the "Lenders"), and BANK OF AMERICA, N.A., a national banking association, in its capacity as a Lender, as the collateral and as the Administrative Agent for the Lenders (together with its successors in such capacity, the "Administrative Agent"), and as the Issuing Bank.
DEPOSITARY AGREEMENTDepositary Agreement • August 4th, 2023 • Icahn Enterprises L.P. • Motor vehicle parts & accessories • Delaware
THIS SECOND AMENDED AND RESTATED DEPOSITARY AGREEMENT is entered into as of August 2, 2016, (the “Agreement”), among Icahn Enterprises, L.P. (formerly American Real Estate Partners, L.P.), a Delaware limited partnership (the “Partnership”), Icahn Enterprises G.P. Inc. (formerly American Property Investors, Inc.), a Delaware corporation (the “General Partner”), and Computershare Inc., a Delaware corporation (the “Computershare”), and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, the “Depositary”), effective as of the date of the Original Agreement (as hereinafter defined).
EMPLOYMENT AGREEMENTEmployment Agreement • February 21st, 2024 • Icahn Enterprises L.P. • Motor vehicle parts & accessories • Florida
This Employment Agreement, made as of the 21st day of February, 2024 (the “Execution Date”) by and between Icahn Enterprises L.P. (“Employer”) and Andrew Teno (“Employee”).
PLEDGE AND SECURITY AGREEMENT dated as of August 21, 2006 among AREP HOME FASHION HOLDINGS LLC AMERICAN CASINO & ENTERTAINMENT LLC AREP NEW JERSEY LAND HOLDINGS LLC AREP OIL & GAS HOLDINGS, LLC AREP REAL ESTATE HOLDINGS, LLC collectively as the AREH...Pledge and Security Agreement • August 25th, 2006 • American Real Estate Partners L P • Operators of nonresidential buildings • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of August 21, 2006 (this “Agreement”), among each of the undersigned (together with any other Person that executes a Joinder Agreement, each, a “Grantor” and collectively, the “Grantors”), and Bear Stearns Corporate Lending Inc. (“BSCL”), acting in its capacity as collateral agent for the benefit of those lenders and issuing banks from time to time party to the Credit Agreement (as defined herein) and the other Secured Parties (as defined below), (the “Collateral Agent”).
SUBSCRIPTION AND STANDBY COMMITMENT AGREEMENTSubscription and Standby Commitment Agreement • December 8th, 2006 • American Real Estate Partners L P • Operators of nonresidential buildings
This Subscription and Standby Commitment Agreement (this “Agreement”), dated as of December 7, 2006, is entered into by and among WestPoint International, Inc. (the “Company”) and American Real Estate Holding Limited Partnership (the “Purchaser”).
UNDERTAKINGUndertaking • March 16th, 2006 • American Real Estate Partners L P • Operators of nonresidential buildings
UNDERTAKING entered into this 20th day of November, 1998, by STARFIRE HOLDING CORPORATION, a Delaware corporation (the “Indemnitor”), for the benefit of AMERICAN REAL ESTATE PARTNERS, L.P., a Delaware limited partnership (“AREP”) and its subsidiaries (collectively with AREP, the “Indemnitees” and each of such Indemnitees individually, an “Indemnitee”).
AGREEMENT AND PLAN OF MERGER among FEDERAL MOGUL HOLDINGS CORPORATION AMERICAN ENTERTAINMENT PROPERTIES CORP. and IEH FM HOLDINGS LLC DATED AS OF SEPTEMBER 6, 2016Merger Agreement • September 7th, 2016 • Icahn Enterprises L.P. • Motor vehicle parts & accessories • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of September 6, 2016, among Federal Mogul Holdings Corporation, a Delaware corporation (the “Company”), American Entertainment Properties Corp., a Delaware corporation (“AEP”), and IEH FM Holdings LLC, a Delaware limited liability company (“Merger Sub”).
