REGISTRATION RIGHTS AGREEMENT Dated as of January 15, 2010 by and among ICAHN ENTERPRISES L.P., ICAHN ENTERPRISES FINANCE CORP., ICAHN ENTERPRISES HOLDINGS L.P. and JEFFERIES & COMPANY, INC.Registration Rights Agreement • January 15th, 2010 • Icahn Enterprises L.P. • Investors, nec • New York
This Agreement is made pursuant to the Purchase Agreement, dated January 12, 2010 (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 9(l) 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 January 12, 2010 by and among ICAHN ENTERPRISES L.P., BECKTON CORP., BARBERRY CORP., MODAL LLC and CABOOSE HOLDING LLCContribution and Exchange Agreement • January 15th, 2010 • Icahn Enterprises L.P. • Investors, nec • New York
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of January 12, 2010, 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”), Modal LLC, a Delaware limited liability company (“Modal”), and Caboose Holding LLC, a Delaware limited liability company (“Caboose” and, together with Barberry and Modal, each a “Contributing Party”, and collectively, the “Contributing Parties”). Capitalized terms not otherwise defined herein have the meanings set forth in Article X.
