EXHIBIT 3 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT...Warrant Agreement • July 10th, 2001 • Icahn Carl C Et Al • Delaware
RECITALSVoting Agreement • February 9th, 2007 • Icahn Carl C Et Al • Delaware
EXECUTION VERSION] PHILIP SERVICES CORPORATION SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (the "Agreement") is made and entered into as of the 12th day of April 2002, by and among Philip Services Corporation (the "Company"), a company...Subscription Agreement • April 17th, 2002 • Icahn Carl C Et Al • Illinois
EXHIBIT 1Stock Purchase Agreement • August 21st, 2000 • Icahn Carl C Et Al • New York
EXECUTION COPY AGREEMENT Agreement dated as of August 30, 2011 (this "Agreement"), by and among Lions Gate Entertainment Corp. and its subsidiaries ("Lions Gate"), 0918988 B.C. Ltd, a wholly owned subsidiary of Lions Gate ("BC 1"), 0918989 B.C. Ltd, a...Share Purchase Agreement • August 30th, 2011 • Icahn Carl C • New York
Exhibit 2 SECURITIES PURCHASE AGREEMENT dated as of July 21, 2005,Securities Purchase Agreement • August 5th, 2005 • Icahn Carl C Et Al • New York
This AGREEMENT (this "Agreement"), dated as of December 28, 2007, is made and entered into by and among THORNWOOD ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (the "Purchaser"), and FEDERAL-MOGUL ASBESTOS PERSONAL INJURY TRUST, a...Stock Option Agreement • January 7th, 2008 • Icahn Carl C • Delaware
Execution Version AGREEMENT AND PLAN OF MERGERMerger Agreement • July 13th, 2011 • Icahn Carl C • Delaware
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments...Joint Filing Agreement • December 16th, 1997 • Icahn Carl C Et Al
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $.01 per share of National Energy Corp. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 12th day of December, 1997.
EXHIBIT K Execution Version March 30, 2006 Elk Associates LLC c/o Icahn Associates Corp. 47th Floor 767 Fifth Avenue New York, New York 10153 Re: Termination of Equity Purchase Agreement, dated as of November 4,2005, as amended (the "Equity Purchase...Termination Agreement • March 31st, 2006 • Icahn Carl C Et Al
Pursuant to the recommendation of the Special Committee of our Board of Directors, our Board of Directors has determined that mutual termination of the Equity Purchase Agreement, without damages or a break-up fee, is, under the circumstances, in the best interests of XO Holdings, Inc. and therefore, we hereby agree to terminate the Equity Purchase Agreement by mutual consent.
SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (this "Agreement") is made and entered into as of the 27th day of June, 1996, by and between The Krupp Corporation ("Krupp"), a Massachusetts corporation with a principal place of...Settlement Agreement • March 12th, 1997 • Icahn Carl C Et Al • Massachusetts
AGREEMENT OF LIMITED PARTNERSHIP OF ROME ACQUISITION LIMITED PARTNERSHIP This Agreement of Limited Partnership of Rome Acquisition Limited Partnership (the or this "Agreement"), a Delaware limited partnership (the "Partnership"), is entered into...Limited Partnership Agreement • November 27th, 2006 • Icahn Carl C Et Al • Delaware
AGREEMENTShareholder Agreement • August 21st, 2007 • Icahn Carl C Et Al • Delaware
EXECUTION COPY AGREEMENT, dated April 13, 2005, between Kerr-McGee Corporation, a Delaware corporation (the "COMPANY"), the parties listed on the signature pages of this agreement as Icahn Parties (each, an "ICAHN PARTY" and, collectively, the "ICAHN...Agreement • April 14th, 2005 • Icahn Carl C Et Al • New York
XO COMMUNICATIONS, INC. STOCK PURCHASE AGREEMENT 6.00% Convertible Preferred Stock Dated as of August 5, 2004Stock Purchase Agreement • August 10th, 2004 • Icahn Carl C Et Al • New York
STOCK PURCHASE AGREEMENT dated as of May 16, 2001 by and between VECTOR GROUP LTD. and HIGH RIVER LIMITED PARTNERSHIP with respect to 1,639,344 shares of common stock of VECTOR GROUP LTD.Stock Purchase Agreement • May 16th, 2001 • Icahn Carl C Et Al • New York
XO COMMUNICATIONS, INC. REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of January 16, 2003, among the parties listed on Schedule I hereto (the "Holders") and XO Communications, a Delaware corporation (the "Company"). R E C I T A...Registration Rights Agreement • January 27th, 2003 • Icahn Carl C Et Al • New York
EXECUTION VERSION] MOTOROLA, INC. 1303 East Algonquin Road Schaumburg, Illinois 60196 April 7, 2008 To: Each of the Persons Listed on Schedule A Hereto (the "Icahn Group") Ladies and Gentlemen: This letter agreement shall become effective upon the...Letter Agreement • April 7th, 2008 • Icahn Carl C • Delaware
EXHIBIT F Joint Filing AgreementJoint Filing Agreement • August 10th, 2004 • Icahn Carl C Et Al
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $.01 per share, of XO Communications, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of this 9th day of August 2004.
LITTLE MEADOW CORP. 767 Fifth Avenue New York, NY 10153 September 7, 1999 Delicious Brands, Inc. 2070 Maple Street Des Plaines, IL 60018 Attention: Michael J. Kirby Re: Terms of Transaction Gentlemen: The purpose of this letter is to outline the basic...Securities Purchase Agreement • September 9th, 1999 • Icahn Carl C Et Al
RECITALSTrust Agreement • February 13th, 2001 • Icahn Carl C Et Al • New Jersey
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 28th, 1998 • Icahn Carl C Et Al • New York
RECITALSInvestment Agreement • November 4th, 2003 • Icahn Carl C Et Al • New York
EXHIBIT 5 REGISTRATION RIGHTS AGREEMENT Dated as of July 2, 2001Registration Rights Agreement • July 10th, 2001 • Icahn Carl C Et Al • New York
WARRANTWarrant Agreement • April 21st, 1999 • Icahn Carl C Et Al • New York
EXHIBIT A Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including...Joint Filing Agreement • October 26th, 1998 • Icahn Carl C Et Al
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $.01 per share, of Stratosphere Corporation, a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement this 26th day of October 1998.
REGISTRATION RIGHTS AGREEMENT dated as of August 5, 2004 between XO COMMUNICATIONS, INC., a Delaware corporation (the "COMPANY"), and the entities listed on the signature pages hereto under the caption "Purchasers" (each a "PURCHASER" and,...Registration Rights Agreement • August 10th, 2004 • Icahn Carl C Et Al • New York
ii) that the assignment by New Valley to High River of all of New Valley's rights under (x) that certain Registration Rights Agreement dated as of July, 1997 (the "Registration Rights Agreement"), among Panaco, Marc C. Licata ("Licata") and Leonard C....Stock Purchase Agreement • August 21st, 2000 • Icahn Carl C Et Al
RECITALS --------Agreement of Limited Partnership • December 1st, 2006 • Icahn Carl C Et Al • Delaware
BACKGROUNDRights Agreement • August 5th, 2005 • Icahn Carl C Et Al • New York
AGREEMENTReorganization Agreement • November 20th, 1998 • Icahn Carl C Et Al • Delaware
EXHIBIT 2Confidentiality Agreement • February 10th, 2003 • Icahn Carl C Et Al • Delaware
ASSUMPTION AGREEMENT (this "Agreement"), dated as of January 8, 1997, between Liquidity Financial Group, L.P., a California limited partnership ("LFG"), and American Holdings I, L.P., a Delaware limited partnership ("AHI"). W I T N E S S E T H:...Assumption Agreement • February 11th, 1997 • Icahn Carl C Et Al
Very truly yours, HIGH RIVER LIMITED PARTNERSHIP By: Riverdale LLC By:________________________ Carl C. Icahn, MemberLetter of Intent • May 12th, 2000 • Icahn Carl C Et Al
SUPPORT AGREEMENT, dated as of December 15, 2010 (this "Agreement"), by and among the parties listed on the signature page(s) hereto (collectively, the "Stockholders" and each individually, a "Stockholder") and Dynegy Inc., a Delaware corporation (the...Support Agreement • December 15th, 2010 • Icahn Carl C
