Unassociated Document


     

    

      January
        1, 2008        

      


      Reference
        is made to (i) the Contribution and Exchange Agreement (“Contribution
        Agreement”) made as of the 8th day of August, 2007, by and among CCI Offshore
        Corp., a Delaware corporation, CCI Onshore Corp., a Delaware corporation,
        Icahn
        Management LP, a Delaware limited partnership, Carl C. Icahn, an individual
        (“Icahn”), and Icahn Enterprises LP (f/k/a American Real Estate Partners, L.P.),
        a Delaware limited partnership (“Icahn Enterprises”) and (ii) the Employment
        Agreement (the “Employment Agreement”) made
        as
        of the 8th
        day of
        August, 2007, by and between Icahn Enterprises, Icahn’ and Icahn Capital
        Management LP, a Delaware limited partnership (‘‘Icahn Capital
        Management”).
        Capitalized terms used and not otherwise defined herein shall have the meanings
        set forth in the Contribution Agreement.

      


      Effective
        as of January 1, 2008, the Master Funds and the Feeder Funds are terminating
        the
        Management Agreements, pursuant to which Agreements the management fees are
        payable to Icahn Capital Management. The termination will have the effect
        of
        terminating the management fees. Pursuant to the amended and restated limited
        partnership agreement of each Master Fund, a “Special Profits Interest
        Allocation” (as such term is defined therein) will be made to the managing
        general partner of each Master Fund. 

      


      In
        furtherance thereof, and for good and valuable consideration, the receipt
        and
        sufficiency of which is hereby acknowledged, the parties hereto agree, effective
        as of January 1, 2008, as follows:

      


      1. The
        parties hereto that are parties to the Contribution Agreement agree that
        in the
        definition of “Hedge Fund Earnings” in the Contribution Agreement, the reference
        to “(i) management fees payable to Icahn Capital Management with respect to the
        Funds pursuant to the Management Agreements” shall be deleted and replaced with
“(i) Special Profits Interest Allocation made to the Onshore GP and the Offshore
        GP with respect to the Master Funds pursuant to the limited partnership
        agreement of each Master Fund in effect from time to time.” For purposes of
        clarity, this change will become effective on January 1, 2008 and the management
        fees paid to Icahn Capital Management prior to such date shal continue to
        counted in Hedge Fund Earnings.

      


      2. The
        parties hereto that are parties to the Employment Agreement agree that the
        references to “management fee” in section 1(a) and section 2(a) in Exhibit A
        therein shall be deleted and replaced with “Special Profits Interest
        Allocation.”

      


      3. The
        parties hereto that are parties to the Employment Agreement acknowledge and
        agree that notwithstanding the fact that the management fee is being terminated,
        the obligation to pay a 2% management fee as set forth in Section 6 of the
        Employment Agreement and in Section 3 in Exhibit A therein shall remain in
        effect as an obligation to pay a 2% fee.

      


      4. Except
        as
        specifically provided herein, the Employment Agreement and the Contribution
        Agreement remain in full force and effect. This instrument may be executed
        in
        any number of counterparts, each of which will be deemed an original, but
        all of
        which together will constitute one and the same instrument. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      IN
        WITNESS WHEREOF, this instrument has been duly executed and delivered by
        the
        parties hereto as of the date first above written.

      
        


        
          	
                   

                	
                   

                	
                   

                
	
                   

                	
                  ICAHN
                    ENTERPRISES L.P.

                
	
                   

                   

                	
                   

                   

                	
                   

                   

                
	
                   

                	
                  By: 

                	
                  Icahn
                    Enterprises G.P. Inc., its general partner

                
	 	 	 
	
                   

                	
                  By: 

                	/s/
                  Andrew Skobe
	
                   

                	
                  
                    

                  

                  Name:
                    Andrew Skobe

                  Title: Chief
                    Financial Officer

                
	
                   

                	
                   

                


        

        


        


        
          	
                   

                	
                   

                	
                   

                
	
                   

                	
                  CCI
                    ONSHORE CORP.

                
	
                   

                   

                	
                   

                   

                	
                   

                   

                
	
                   

                	
                  By: 

                	/s/
                  Edward Mattner
	
                   

                	
                  
                    

                  

                  Name:
                    Edward Mattner

                  Title: Authorized
                    Signatory

                
	
                   

                	
                   

                


        

         

        
          	
                   

                	
                   

                	
                   

                
	
                   

                	
                  CCI
                    OFFSHORE CORP.

                
	
                   

                   

                	
                   

                   

                	
                   

                   

                
	
                   

                	
                  By: 

                	/s/
                  Edward Mattner
	
                   

                	
                  
                    

                  

                  Name:
                    Edward Mattner

                  Title: Authorized
                    Signatory

                
	
                   

                	
                   

                


        

         

        
          	
                   

                	
                   

                	
                   

                
	
                   

                	
                  ICAHN
                    MANAGEMENT LP 

                
	
                   

                   

                	
                   

                   

                	
                   

                   

                
	
                   

                	
                  By: 

                	
                  CCI
                    Manager LLC, its general partner

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  By: 

                	/s/
                  Edward Mattner
	
                   

                	
                  
                    

                  

                  Name:
                    Edward Mattner

                  Title: Authorized
                    Signatory

                
	
                   

                	
                   

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                   

                	
                   

                
	
                   

                	
                  ICAHN
                    CAPITAL MANAGEMENT LP

                
	
                   

                   

                	
                   

                   

                	
                   

                   

                
	
                   

                	
                  By: 

                	
                  Icahn
                    Capital LP, its general partner

                
	
                   

                	
                  By: 

                	
                  IPH
                    GP LLC, its general partner 

                
	
                   

                	
                  By: 

                	
                  Icahn
                    Enterprises Holding L.P., its sole member

                
	
                   

                	
                  By: 

                	
                  Icahn
                    Enterprises G.P. Inc., its general partner

                
	 	 	 
	
                   

                	
                  By: 

                	/s/
                  Andrew Skobe
	
                   

                	
                  
                    

                  

                  Name:
                    Andrew Skobe

                  Title: Chief
                    Financial Officer

                
	
                   

                	
                   

                
	
                   

                	
                   

                
	
                   

                	
                  /s/
                    Carl C. Icahn

                
	 	
                  
                    

                  

                  Carl
                    C. Icahn