REGISTRATION RIGHTS AGREEMENT Dated as of December 19, 2023 by and among ICAHN ENTERPRISES L.P., ICAHN ENTERPRISES FINANCE CORP., ICAHN ENTERPRISES HOLDINGS L.P. and JEFFERIES LLCRegistration Rights Agreement • December 19th, 2023 • Icahn Enterprises L.P. • Motor vehicle parts & accessories • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 19, 2023, 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 $500,000,000 in aggregate principal amount of the Company’s 9.750% Senior Notes due 2029 (the “Initial Notes”) and $200,000,000 in aggregate principal amount of the Company’s additional 9.750% Senior Notes due 2029 (the “Additional Notes” and together with the Initial Notes, the “Notes”) pursuant to the Purchase Agreements (as defined below). The Notes are to be guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) by the Guarantor.
