REGISTRATION RIGHTS AGREEMENT Dated as of December 6, 2017 by and among ICAHN ENTERPRISES L.P., ICAHN ENTERPRISES FINANCE CORP., ICAHN ENTERPRISES HOLDINGS L.P. and JEFFERIES LLCRegistration Rights Agreement • December 6th, 2017 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 6, 2017, by and among Icahn Enterprises L.P., a Delaware limited partnership, as issuer (“Icahn Enterprises”), Icahn Enterprises Finance Corp., a Delaware corporation, as co-issuer (“Icahn Enterprises Finance” and, together with Icahn Enterprises, the “Company”), Icahn Enterprises Holdings L.P., a Delaware limited partnership (the “Guarantor”) and Jefferies LLC (the “Initial Purchaser”), who has agreed to purchase $510,000,000 in aggregate principal amount of the Company’s 6.250% Senior Notes due 2022 (the “2022 Notes”) and $750,000,000 aggregate principal amount of the Company’s 6.375% Senior Notes due 2025 (the “2025 Notes” and, together with the 2022 Notes, the “Initial Notes”) pursuant to the Purchase Agreement (as defined below). The Initial Notes are to be guaranteed (the “Guarantee” and, together with the Initial Notes, the “Offered Securities”) by the Guarantor.
