AMENDED AND RESTATED CO-MANAGER AGREEMENTCo-Manager Agreement • November 13th, 2012 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
Amended and Restated Co-Manager Agreement (the “Agreement”) made as of the 1 st 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.
REGISTRATION RIGHTS AGREEMENT Dated as of July 12, 2012 by and among ICAHN ENTERPRISES L.P., ICAHN ENTERPRISES FINANCE CORP., ICAHN ENTERPRISES HOLDINGS L.P. and JEFFERIES & COMPANY, INC.Registration Rights Agreement • November 13th, 2012 • Icahn Enterprises Holdings 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).
CONTRIBUTION AND EXCHANGE AGREEMENT Dated as of August 24, 2012 by and among ICAHN ENTERPRISES L.P., BECKTON CORP., BARBERRY CORP., HIGH RIVER LIMITED PARTNERSHIP and KOALA HOLDING LPContribution and Exchange Agreement • November 13th, 2012 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “ Agreement ”), dated as of August 24, 2012, 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 ”), High River Limited Partnership, a Delaware limited partnership (“ High River ”), and Koala Holding LP, a Delaware limited partnership (“ Koala ,” together with High River, the “ Contributing Parties ,” each a “ Contributing Party ”). Capitalized terms not otherwise defined herein have the meanings set forth in Article IX .
