REGISTRATION RIGHTS AGREEMENT Dated as of January 29, 2014 by and among ICAHN ENTERPRISES L.P., ICAHN ENTERPRISES FINANCE CORP., ICAHN ENTERPRISES HOLDINGS L.P. and JEFFERIES LLCRegistration Rights Agreement • January 30th, 2014 • Icahn Enterprises Holdings L.P. • Petroleum refining • New York
This Agreement is made pursuant to the Purchase Agreement, dated January 22, 2014 (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 herein shall have the meanings assigned to them in the Indenture, dated as of January 29, 2014 (the “Indenture”), among Icahn Enterprises, Icahn Enterprises Finance, the Guarantor and Wilmington Trust, National Association, a Delaware banking company, as trustee (the “Trustee”), relating to the Offered Securities and the Exchange Securities (as defined below).
