NON-COMPETITION AGREEMENTNon-Competition Agreement • August 9th, 2007 • American Real Estate Partners L P • Miscellaneous fabricated textile products • New York
This Non-Competition Agreement, dated as of August __, 2007, is between American Real Estate Partners, L.P. (“AREP”), and Carl C. Icahn (“Icahn”). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in the Contribution and Exchange Agreement (as defined below).
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2007 • American Real Estate Partners L P • Miscellaneous fabricated textile products • New York
THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of August __, 2007, is entered into by and among AMERICAN REAL ESTATE PARTNERS, L.P., a Delaware limited partnership (the “Company”), and the other signatories hereto (each a “Holder” and collectively the “Holders”):
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2007 • American Real Estate Partners L P • Miscellaneous fabricated textile products • New York
THIS EMPLOYMENT AGREEMENT (‘‘Agreement’’) is made and entered into as of the 8th day of August, 2007 (the “Effective Date”), by and between American Real Estate Partners, L.P., a Delaware limited partnership (“AREP”), Icahn Capital Management LP, a Delaware limited partnership (the ‘‘Manager’’ and, together with AREP, the “Employer”), and Carl C. Icahn (‘‘Executive’’). Where the context permits, references to “the Employer” shall include AREP, the Manager and any successor entities thereto. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Section 10 herein.
AGREEMENTAcquisition Agreement • August 9th, 2007 • American Real Estate Partners L P • Miscellaneous fabricated textile products • New York
THIS AGREEMENT (this “Agreement”), dated as of August __, 2007, is entered into by and among AMERICAN REAL ESTATE PARTNERS, L.P., a Delaware limited partnership (“AREP”), and the other signatories hereto (each a “Fund” and collectively the “Funds”):
CONTRIBUTION AND EXCHANGE AGREEMENT dated as of August 8, 2007 by and among American Real Estate Partners, L.P., Icahn Management LP and Carl C. IcahnContribution and Exchange Agreement • August 9th, 2007 • American Real Estate Partners L P • Miscellaneous fabricated textile products • New York
This CONTRIBUTION AND EXCHANGE AGREEMENT (“Agreement”) is made as of this 8th day of August, 2007 by and among CCI Offshore Corp., a Delaware corporation (“CCI Offshore”), CCI Onshore Corp., a Delaware corporation (“CCI Onshore”), Icahn Management LP, a Delaware limited partnership (“Icahn Management” and together with CCI Onshore and CCI Offshore, the “Contributors”), Carl C. Icahn, an individual (“Icahn”), and American Real Estate Partners, L.P., a Delaware limited partnership (the “Issuer”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Article IX.
