REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2013 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
This Agreement is made pursuant to the Purchase Agreement, dated July 29, 2013 (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(o) 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 August 1, 2013 (the “Indenture”), among the Company, the Guarantor and Wilmington Trust, National Association, as trustee, relating to the Offered Securities and the Exchange Securities (as defined below).
ICAHN ENTERPRISES L.P. ICAHN ENTERPRISES FINANCE CORP. AND ICAHN ENTERPRISES HOLDINGS L.P. 6.000% SENIOR NOTES DUE 2020 INDENTURE Dated as of August 1, 2013 WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee CROSS-REFERENCE TABLE*Indenture • August 1st, 2013 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
