STOCK PURCHASE AGREEMENT Dated as of November 5, 2007 by and among Cloud Holding LLC Icahn Enterprises Holdings L.P., Arnos Corp., Philip Services Corporation and PSC Metals Inc.Stock Purchase Agreement • November 9th, 2007 • Icahn Enterprises L.P. • Miscellaneous fabricated textile products • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 5, 2007, by and among Icahn Enterprises Holdings, L.P., a Delaware limited partnership (“IEH”), Cloud Holding LLC, a Delaware limited liability company (the “Buyer”), the sole member of which is AREH Oil & Gas Corp., which is, in turn, a wholly-owned subsidiary of IEH, Arnos Corp., a Nevada corporation (“Arnos”), Philip Services Corporation, a Delaware corporation and a majority owned subsidiary of Arnos (“PSC”), and PSC Metals, Inc., an Ohio corporation and a wholly owned subsidiary of PSC (the “Corporation”). Capitalized terms not otherwise defined herein have the meanings set forth in Article XI.
