REGISTRATION RIGHTS AGREEMENT Dated as of January 18, 2017 by and among ICAHN ENTERPRISES L.P., ICAHN ENTERPRISES FINANCE CORP., ICAHN ENTERPRISES HOLDINGS L.P. and JEFFERIES LLCRegistration Rights Agreement • January 18th, 2017 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
This Agreement is made pursuant to the Purchase Agreement, dated January 12, 2017 (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 herein shall have the meanings assigned to them in the Indenture, dated as of January 18, 2017 (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).
ICAHN ENTERPRISES L.P. ICAHN ENTERPRISES FINANCE CORP. AND ICAHN ENTERPRISES HOLDINGS L.P. 6.250% SENIOR NOTES DUE 2022 6.750% SENIOR NOTES DUE 2024 INDENTURE Dated as of January 18, 2017 WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee CROSS-REFERENCE...Security and Control Agreement • January 18th, 2017 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
