Contract
January
1, 2008
Reference
is made to (i) the Contribution and Exchange Agreement (“Contribution
Agreement”) made as of the 8th day of August, 2007, by and among CCI Offshore
Corp., a Delaware corporation, CCI Onshore Corp., a Delaware corporation,
Icahn
Management LP, a Delaware limited partnership, Xxxx X. Icahn, an individual
(“Icahn”), and Icahn Enterprises LP (f/k/a American Real Estate Partners, L.P.),
a Delaware limited partnership (“Icahn Enterprises”) and (ii) the Employment
Agreement (the “Employment Agreement”) made
as
of the 8th
day of
August, 2007, by and between Icahn Enterprises, Icahn’ and Icahn Capital
Management LP, a Delaware limited partnership (‘‘Icahn Capital
Management”).
Capitalized terms used and not otherwise defined herein shall have the meanings
set forth in the Contribution Agreement.
Effective
as of January 1, 2008, the Master Funds and the Feeder Funds are terminating
the
Management Agreements, pursuant to which Agreements the management fees are
payable to Icahn Capital Management. The termination will have the effect
of
terminating the management fees. Pursuant to the amended and restated limited
partnership agreement of each Master Fund, a “Special Profits Interest
Allocation” (as such term is defined therein) will be made to the managing
general partner of each Master Fund.
In
furtherance thereof, and for good and valuable consideration, the receipt
and
sufficiency of which is hereby acknowledged, the parties hereto agree, effective
as of January 1, 2008, as follows:
1. The
parties hereto that are parties to the Contribution Agreement agree that
in the
definition of “Hedge Fund Earnings” in the Contribution Agreement, the reference
to “(i) management fees payable to Icahn Capital Management with respect to the
Funds pursuant to the Management Agreements” shall be deleted and replaced with
“(i) Special Profits Interest Allocation made to the Onshore GP and the Offshore
GP with respect to the Master Funds pursuant to the limited partnership
agreement of each Master Fund in effect from time to time.” For purposes of
clarity, this change will become effective on January 1, 2008 and the management
fees paid to Icahn Capital Management prior to such date shal continue to
counted in Hedge Fund Earnings.
2. The
parties hereto that are parties to the Employment Agreement agree that the
references to “management fee” in section 1(a) and section 2(a) in Exhibit A
therein shall be deleted and replaced with “Special Profits Interest
Allocation.”
3. The
parties hereto that are parties to the Employment Agreement acknowledge and
agree that notwithstanding the fact that the management fee is being terminated,
the obligation to pay a 2% management fee as set forth in Section 6 of the
Employment Agreement and in Section 3 in Exhibit A therein shall remain in
effect as an obligation to pay a 2% fee.
4. Except
as
specifically provided herein, the Employment Agreement and the Contribution
Agreement remain in full force and effect. This instrument may be executed
in
any number of counterparts, each of which will be deemed an original, but
all of
which together will constitute one and the same instrument.
IN
WITNESS WHEREOF, this instrument has been duly executed and delivered by
the
parties hereto as of the date first above written.
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By:
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Icahn
Enterprises G.P. Inc., its general partner
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By:
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/s/ Xxxxxx Xxxxx |
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Name:
Xxxxxx Xxxxx
Title: Chief
Financial Officer
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CCI
ONSHORE CORP.
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By:
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/s/ Xxxxxx Xxxxxxx |
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Name:
Xxxxxx Xxxxxxx
Title: Authorized
Signatory
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CCI
OFFSHORE CORP.
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By:
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/s/ Xxxxxx Xxxxxxx |
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Name:
Xxxxxx Xxxxxxx
Title: Authorized
Signatory
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ICAHN
MANAGEMENT LP
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By:
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CCI
Manager LLC, its general partner
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By:
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/s/ Xxxxxx Xxxxxxx |
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Name:
Xxxxxx Xxxxxxx
Title: Authorized
Signatory
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ICAHN
CAPITAL MANAGEMENT LP
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By:
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Icahn
Capital LP, its general partner
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By:
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IPH
GP LLC, its general partner
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By:
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Icahn
Enterprises Holding L.P., its sole member
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By:
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Icahn
Enterprises G.P. Inc., its general partner
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By:
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/s/ Xxxxxx Xxxxx |
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Name:
Xxxxxx Xxxxx
Title: Chief
Financial Officer
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/s/
Xxxx X. Icahn
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Xxxx
X. Icahn
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