REGISTRATION RIGHTS AGREEMENT Dated as of January 9, 2020 by and among ICAHN ENTERPRISES L.P., ICAHN ENTERPRISES FINANCE CORP., ICAHN ENTERPRISES HOLDINGS L.P. and JEFFERIES LLCRegistration Rights Agreement • January 9th, 2020 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 9, 2020, 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 $300,000,000 in aggregate principal amount of the Company’s 4.750% Senior Notes due 2024 (the “2024 Notes”) and $250,000,000 million in aggregate principal amount of the Company’s 5.250% Senior Notes due 2027 (the “2027 Notes” and, together with the 2024 Notes, the “Notes”) pursuant to the Purchase Agreement (as defined below). Each of the 2024 Notes and the 2027 Notes are to be guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) by the Guarantor.
