REGISTRATION RIGHTS AGREEMENT Dated as of January 17, 2012 by and among ICAHN ENTERPRISES L.P., ICAHN ENTERPRISES FINANCE CORP., ICAHN ENTERPRISES HOLDINGS L.P. and JEFFERIES & COMPANY, INC.Registration Rights Agreement • January 17th, 2012 • Icahn Enterprises L.P. • Motor vehicle parts & accessories • New York
This Agreement is made pursuant to the Purchase Agreement, dated January 6, 2012 (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 8(m) 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).
