0001144204-13-047710 Sample Contracts

DEPOSITARY AGREEMENT
Depositary Agreement • August 23rd, 2013 • Icahn Enterprises L.P. • Motor vehicle parts & accessories • Delaware

THIS AMENDED AND RESTATED DEPOSITARY AGREEMENT is entered into as of August 23, 2013, (the “Agreement”), among Icahn Enterprises, L.P. (formerly American Real Estate Partners, L.P.), a Delaware limited partnership (the “Partnership”), Icahn Enterprises G.P. Inc. (formerly American Property Investors, Inc.), a Delaware corporation (the “General Partner”), and Registrar and Transfer Company, a New Jersey corporation (the “Depositary”), effective as of the date of the Original Agreement (as hereinafter defined).

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