Exhibit 10.1


 


EXECUTION
VERSION


 


 


 


 


REGISTRATION RIGHTS AGREEMENT


 


 


Dated as of January 19, 2021

by and among


 


ICAHN ENTERPRISES L.P.,


ICAHN ENTERPRISES FINANCE CORP.,


ICAHN ENTERPRISES HOLDINGS L.P.


 


and


 


JEFFERIES LLC


 


 


 




     


     


    

 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of January 19, 2021, 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 $750,000,000 in aggregate principal amount of the Company’s 4.375% Senior Notes due 2029 (the “Notes”)
pursuant to the Purchase Agreement (as defined below). The Notes are to be guaranteed (the “Guarantee”
and, together with the Notes, the “Offered Securities”) by the Guarantor.


 


This Agreement is made
pursuant to the Purchase Agreement, dated January 4, 2021 (the “Purchase Agreement”), by and among
the Company, the Guarantor and the Initial Purchaser. In order to induce the Initial Purchaser to purchase the 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 under the Purchase Agreement, as set forth in Section 8(m) of the Purchase
Agreement.


 


The Notes will be issued
pursuant to an indenture (the “Indenture”), to be dated as of January 19, 2021, by and among Icahn
Enterprises, Icahn Enterprises Finance, the Guarantor and Wilmington Trust, National Association, a Delaware banking company,
as trustee (the “Trustee”).


 


Capitalized terms used
herein and not otherwise defined shall have the meanings assigned to them in the Indenture.


 


The parties hereby
agree as follows:


 


Section 1.          DEFINITIONS


 


As used in this Agreement,
the following capitalized terms shall have the following meanings:


 


Act:
The Securities Act of 1933, as amended.


 


Affiliate:
As defined in Rule 144.


 


Broker-Dealer:
Any broker or dealer registered under the Exchange Act.


 


Business Day:
Any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York or at place of payment are
authorized by law, regulation or executive order to remain closed.


 


Commission:
The Securities and Exchange Commission.


 


Company:
Shall have the meaning set forth in the preamble of this Agreement.


 






     


     


    

 


Consummate:
An Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (a) the
filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued
in the Exchange Offer, (b) the maintenance of the continuous effectiveness of such Exchange Offer Registration Statement and
the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof
and (c) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal
amount as the aggregate principal amount of Offered Securities tendered by Holders thereof pursuant to the Exchange Offer.


 


Consummation
Deadline: As defined in Section 3(b) hereof.


 


Effectiveness
Deadline: As defined in Sections 3(a) and 4(a) hereof.


 


Exchange Act:
The Securities Exchange Act of 1934, as amended.


 


Exchange Offer:
The exchange and issuance by the Company of a principal amount of Exchange Securities (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal amount of Offered Securities that are tendered by the
Holders thereof in connection with such exchange and issuance.


 


Exchange Offer
Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.


 


Exchange Securities:
The Company’s 4.375% Senior Notes due 2029 to be issued pursuant to the Indenture (a) in the Exchange Offer or (b) as
contemplated by Section 6(b)(ii) hereof.


 


Filing Deadline:
As defined in Sections 3(a) and 4(a) hereof.


 


Guarantee:
Shall have the meaning set forth in the preamble of this Agreement.


 


Guarantor:
Shall have the meaning set forth in the preamble of this Agreement.


 


Holders:
As defined in Section 2 hereof.


 


Icahn
Enterprises: Shall have the meaning set forth in
the preamble of this Agreement.


 


Icahn
Enterprises Finance: Shall have the meaning set forth
in the preamble of this Agreement.


 


Indenture:
Shall have the meaning set forth in the preamble of this Agreement.


 


Initial Purchaser:
Shall have the meaning set forth in the preamble of this Agreement.


 


Notes:
Shall have the meaning set forth in the preamble of this Agreement.


 


Offered Securities:
Shall have the meaning set forth in the preamble of this Agreement.


 


Prospectus:
The prospectus included in a Registration Statement at the time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material
incorporated by reference into such Prospectus.


 






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Purchase Agreement:
Shall have the meaning set forth in the preamble of this Agreement.


 


Recommencement
Date: As defined in Section 6(d) hereof.


 


Registration
Default: As defined in Section 5 hereof.


 


Registration
Statement: Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant to
an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration
Statement, in each case, (i) that is filed pursuant to the provisions of this Agreement, (ii) including the Prospectus
included therein and (iii) including all amendments and supplements thereto (including post-effective amendments) and all
exhibits and material incorporated by reference therein.


 


Rule 144:
Rule 144 promulgated under the Act.


 


Shelf Registration
Statement: As defined in Section 4 hereof.


 


Special Interest:
As defined in Section 5 hereof.


 


Suspension Notice:
As defined in Section 6(d) hereof.


 


Trustee:
Shall have the meaning set forth in the preamble of this Agreement.


 


TIA:
The Trust Indenture Act of 1939, as in effect on the date of the Indenture.


 


Transfer Restricted
Securities: Each Offered Security until the earliest to occur of (a) the date on which such Offered Security has been
exchanged by a Person other than a Broker-Dealer for an Exchange Security in the Exchange Offer, (b) following the exchange
by a Broker-Dealer in the Exchange Offer of an Offered Security for an Exchange Security, the date on which such Exchange Security
is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the Prospectus contained
in the Exchange Offer Registration Statement or (c) the date on which such Offered Security has been effectively registered
under the Act and disposed of in accordance with the Shelf Registration Statement.


 


Section 2.          HOLDERS


 


A Person is deemed
to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer
Restricted Securities.


 






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Section 3.          REGISTERED
EXCHANGE OFFER


 


(a)          Unless
the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set
forth in Section 6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration
Statement to be filed with the Commission no later than 120 days from the date hereof (the “Filing Deadline”),
(ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later
than 210 days from the date hereof (the “Effectiveness Deadline”), (iii) in connection with the
foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order
to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement
pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration
and qualification of the Exchange Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit
Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence
and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the
Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) resales
of Exchange Securities by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired
for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired
directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.


 


(b)          The
Company shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously,
and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20
Business Days. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities
other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use all commercially
reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration
Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by federal securities
laws (the last day of such period being the “Consummation Deadline”).


 


(c)          The
Company shall include a “Plan of Distribution” section in the Prospectus contained in the Exchange Offer Registration
Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account
of such Broker-Dealer as a result of market-making activities or other trading activities (other than Offered Securities acquired
directly from the Company or any Affiliate of the Company) may exchange such Transfer Restricted Securities pursuant to the Exchange
Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such
Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such “Plan of Distribution”
shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer,
except to the extent required by the Commission as a result of a change in policy, rules or regulations.


 


Because such Broker-Dealer
may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting
the requirements of the Act in connection with its initial sale of any Exchange Securities received by such Broker-Dealer in the
Exchange Offer, the Company shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such
Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained
in the Exchange Offer Registration Statement is available for sales of Exchange Securities by Broker-Dealers, the Company agrees
to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented,
amended and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and in conformity with
the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time
to time, for a period of 270 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted
Securities covered by such Registration Statement have been sold pursuant thereto. The Company shall provide sufficient copies
of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business
Days after such request, at any time during such period.


 






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Section 4.          SHELF
REGISTRATION


 


(a)          Shelf
Registration. If (i) the Company is not (A) required to file the Exchange Offer Registration Statement or (B) permitted
to Consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission regulations, rules or
policy (after the Company has complied with the procedures set forth in Section 6(a)(i) below) or (ii) any Holder
of Transfer Restricted Securities notifies the Company prior to 20 Business Days following Consummation of the Exchange Offer that
(A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer, (B) such Holder
may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the
Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder
or (C) such Holder is a Broker-Dealer and holds Offered Securities acquired directly from the Company or any of its Affiliates,
then the Company shall:


 


(x) use all commercially
reasonable efforts on or prior to 30 days after the earlier of (i) the date as of which the Company determines that the Exchange
Offer Registration Statement will not be or cannot be, as the case may be, filed, or the Exchange Offer consummated, as a result
of clause (a)(i) above (after the Company has complied with the procedures set forth in Section 6(a)(i) below),
and (ii) the date on which the Company receives the notice specified in clause (a)(ii) above (such earlier date, the
 “Filing Deadline”), to file a shelf registration statement pursuant to Rule 415 under the Act (which
may be an amendment to the Exchange Offer Registration Statement (the “Shelf Registration Statement”)),
relating to all Transfer Restricted Securities, and


 


(y) shall use
all commercially reasonable efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after
the Filing Deadline (such 90th day being the “Effectiveness Deadline”).


 


If, after the Company
has filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company
is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under
applicable law or Commission regulations, rules or policy (i.e., clause (a)(i)(A) or (B) above), then the filing
of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided
that, in such event, the Company shall remain obligated to file any necessary amendments to such Exchange Offer Registration Statement
prior to the Filing Deadline and meet the Effectiveness Deadline set forth in clause (y).


 






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To the extent necessary
to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof,
the Company shall use all commercially reasonable efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously
effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof
and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission
as announced from time to time, until the expiration of the applicable period referred to in Rule 144 (but in any event until
the first anniversary of the issue date of the Notes) (as extended pursuant to Section 6(d)), or such shorter period as will
terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.


 


(b)          Provision
by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities
may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and
until such Holder furnishes to the Company in writing, within 20 Business Days after receipt of a request therefor, (x) the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act for use in connection with any Shelf Registration
Statement or Prospectus or preliminary prospectus included therein, (y) an agreement to update such information, from time
to time, as required or appropriate, and (z) an agreement to comply with the prospectus delivery requirements in connection
with the offer and sale of Transfer Restricted Securities. No Holder of Transfer Restricted Securities as to which any Shelf Registration
Statement is being effected shall be entitled to Special Interest pursuant to Section 5 hereof unless and until such Holder
shall have provided all such information and agreements. Each selling Holder agrees to promptly furnish additional information
required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.


 


Section 5.          SPECIAL
INTEREST


 


If: (i) any Registration
Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any
such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline,
(iii) the Exchange Offer has not been Consummated within 30 Business Days of the applicable Effectiveness Deadline or (iv) any
Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or
usable in connection with resales of Transfer Restricted Securities during the periods specified herein (each such event referred
to in clauses (i) through (iv), a “Registration Default”), then the Company hereby jointly and severally
agrees to pay to each Holder of Transfer Restricted Securities affected thereby “Special Interest” in
an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each
week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence
of such Registration Default. The amount of the Special Interest shall increase by an additional $0.05 per week per $1,000 in principal
amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been
cured, up to a maximum amount of Special Interest for all Registration Defaults of $0.50 per week per $1,000 in principal amount
of Transfer Restricted Securities; provided that the Company shall in no event be required to pay Special Interest for more
than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing
of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above,
(2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement),
in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon
the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement (or a supplement
to the prospectus included in any such Registration Statement, if applicable,) that causes the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of (iv) above,
the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or
(iv), as applicable, shall cease.


 






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All accrued Special
Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities
for which Special Interest are due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest
with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied
in full.


 


Section 6.          REGISTRATION
PROCEDURES


 


(a)          Exchange
Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable
provisions of Section 6(c) below, (y) use all commercially reasonable efforts to effect such exchange and to permit
the resale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer any Offered Securities that such Broker-Dealer
acquired for its own account as a result of its market-making activities or other trading activities (other than Offered Securities
acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution
thereof, and (z) comply with all of the following provisions:


 


(i)          If,
following the date hereof, there has been announced a change in Commission policy with respect to exchange offers such as the Exchange
Offer that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is
permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the
Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities.
The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection
with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise
required by the Commission in connection with the issuance of such decision, including without limitation (A) participating
in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the
Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted
and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this
Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including
filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining
a no-action letter or other decision or resolution from the Commission or the staff of the Commission.


 






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(ii)           As
a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation,
any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer,
a written representation to the Company (which may be contained in the Letter of Transmittal or Agent’s Message contemplated
by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is
not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a
distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities
in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer
to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities
obtained by such Holder in exchange for Offered Securities acquired directly from the Company or an Affiliate thereof, it (1) could
not, under Commission policy as in effect on the date of such acknowledgment and agreement, rely on the position of the Commission
enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation
(available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2,
1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above),
and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale
transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the
selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K.


 


(iii)          Prior
to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, provide a supplemental
letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the
Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc.
(available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2,
1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation
that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to
be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating
in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding
with any Person to participate in the distribution of the Exchange Securities received in the Exchange Offer and (C) any other
undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above,
if applicable.


 


(b)          Shelf
Registration Statement. In connection with the Shelf Registration Statement, the Company shall:


 


(i)          comply
with all the provisions of Section 6(c) below and use all commercially reasonable efforts to effect such registration
to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution
thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto
the Company will prepare and file with the Commission a Registration Statement relating to the registration on any appropriate
form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended
method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof, and


 






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(ii)         issue,
upon the request of any Holder or purchaser of Offered Securities covered by any Shelf Registration Statement contemplated by this
Agreement, Exchange Securities having an aggregate principal amount equal to the aggregate principal amount of Offered Securities
sold pursuant to the Shelf Registration Statement and surrendered to the Company for cancellation; the Company shall register Exchange
Securities on the Shelf Registration Statement for this purpose and issue the Exchange Securities to the purchaser(s) of securities
subject to the Shelf Registration Statement in the names as such purchaser(s) shall designate.


 


(c)          General
Provisions. In connection with any Registration Statement and any related Prospectus required by this Agreement, the Company
shall:


 


(i)          use
all commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial
statements for the period specified in Section 3 or 4 of this Agreement, as applicable. Upon the occurrence of any event that
would cause any such Registration Statement or the Prospectus contained therein (A) to contain an untrue statement of material
fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they
were made not misleading or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period
required by this Agreement, the Company shall file promptly an appropriate amendment to such Registration Statement or supplement
to the Prospectus curing such defect, and, if Commission review is required of any such amendment, use all commercially reasonable
efforts to cause such amendment to be declared effective as soon as practicable;


 


(ii)         prepare
and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary
to keep such Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as the case may
be; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant
to Rule 424 under the Act, and to comply fully with Rules 424 and 430A, as applicable, under the Act in a timely manner;
and comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration Statement
during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth
in such Registration Statement or supplement to the Prospectus;


 






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(iii)        advise
each Holder promptly and, if requested by such Holder, confirm such advice in writing, (A) when the Prospectus or any Prospectus
supplement or post-effective amendment to the Registration Statement has been filed, and, with respect to any applicable Registration
Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission
for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating
thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement
under the Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities
for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (D) of
the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement,
the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires
the making of any additions to or changes in the Registration Statement in order to make the statements therein not misleading,
or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that any notice required pursuant to this Section 6(c)(iii) shall
be provided by the Company on its behalf and on behalf of the Guarantor. If at any time the Commission shall issue any stop order
suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall
issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities
or Blue Sky laws, the Company shall use all commercially reasonable efforts to obtain the withdrawal or lifting of such order at
the earliest possible time;


 


(iv)       subject
to Section 6(c)(i), if any fact or event contemplated by Section 6(c)(iii)(D) above shall exist or have occurred,
prepare a supplement or amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference
or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus
will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading;


 


(v)        furnish
to each Holder in connection with such exchange or sale, if any, before filing with the Commission, copies of any Registration
Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus
(including all documents incorporated by reference after the initial filing of such Registration Statement), which documents, upon
such Holders’ request, will be subject to the review and comment of such Holders in connection with such sale, if any, for
a period of at least five Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment
or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which
such Holders shall reasonably object within five Business Days after the receipt thereof. A Holder shall be deemed to have reasonably
objected to such filing if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed,
contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein in light of
the circumstances under which they were made not misleading or fails to comply with the applicable requirements of the Act;


 






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(vi)        promptly
prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus in connection
with such exchange or sale, if any, provide copies of such document to each Holder, make the Company’s representatives available
for discussion of such document and other customary due diligence matters, and include such information in such document prior
to the filing thereof as such Holders may reasonably request;


 


(vii)       make
available, at reasonable times, for inspection by each Holder and any attorney or accountant retained by such Holders at the offices
at which such information normally is kept during normal business hours, all financial and other records, pertinent corporate documents
of the Company and cause the Company’s officers, directors and employees to supply all information reasonably requested by
any such Holder, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto
subsequent to the filing thereof and prior to its effectiveness;


 


(viii)      if
requested by any Holders in connection with such exchange or sale, promptly include in any Registration Statement or Prospectus,
pursuant to a supplement or post-effective amendment if necessary, such information as such Holders may reasonably request to have
included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer
Restricted Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable
after the Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment;


 


(ix)        furnish
to each Holder in connection with such exchange or sale, without charge, at least one copy of the Registration Statement, as first
filed with the Commission, and of each amendment thereto, including, upon request, all documents incorporated by reference therein
and all exhibits (including exhibits incorporated therein by reference);


 


(x)         deliver
to each Holder without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement
thereto as such Persons reasonably may request; the Company hereby consents to the use (in accordance with law) of the Prospectus
and any amendment or supplement thereto by each selling Holder in connection with the offering and the sale of the Transfer Restricted
Securities covered by the Prospectus or any amendment or supplement thereto;


 


(xi)        upon
the request of any Holder, enter into such agreements (including underwriting agreements) and make such representations and warranties
and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted
Securities pursuant to any applicable Registration Statement contemplated by this Agreement as may be reasonably requested by any
Holder in connection with any sale or resale pursuant to any applicable Registration Statement. In connection therewith, the Company
shall:


 


(A)         upon
request of any Holder, furnish (or, in the case of paragraphs (2) and (3), use all commercially reasonable efforts to cause
to be furnished) to each Holder, upon the effectiveness of the applicable Registration Statement:


 


(1)          a
certificate, dated such date, signed on behalf of the Company, in form and substance reasonably satisfactory to the Initial Purchaser,
including such matters as such Holders may reasonably request;


 






    	 	11	 



     


    

 


(2)          opinions,
dated the date of effectiveness of the applicable Registration Statement, of counsel for the Company, in form and substance reasonably
satisfactory to the Initial Purchaser and counsel for the Initial Purchaser, to the effect set forth in Exhibit A,
Exhibit B and Exhibit C to the Purchase Agreement and such other similar matters as such Holders may reasonably
request;


 


(3)          a
customary comfort letter, dated the date of effectiveness of the applicable Registration Statement, from the independent accountants
of the Company, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in
connection with underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Section 8(i) of
the Purchase Agreement, provided that any Holder so requesting a comfort letter confirms in writing to the independent public accountants
from whom such comfort letter is requested, that it is of the class of persons entitled to receive a comfort letter under applicable
accounting standards or pronouncements; and


 


(B)          deliver
such other documents and certificates as may be reasonably requested by the selling Holders to evidence compliance with clause
(A) above and with any customary conditions contained in the any agreement entered into by the Company pursuant to this clause
(xi);


 


(xii)       prior
to any public offering of Transfer Restricted Securities, cooperate with the selling Holders and their counsel in connection with
the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions
as the selling Holders may reasonably request (which, if the Company so elects, may be effected by counsel designated by the Company)
and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer
Restricted Securities covered by the applicable Registration Statement; provided, however, that the Company shall not be
required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject
it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement,
in any jurisdiction where it is not now so subject;


 


(xiii)      in
connection with any sale of Transfer Restricted Securities that will result in such securities no longer being Transfer Restricted
Securities, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Transfer
Restricted Securities to be sold and not bearing any restrictive legends; and to register such Transfer Restricted Securities in
such denominations and such names as the selling Holders may request at least two Business Days prior to such sale of Transfer
Restricted Securities;


 


(xiv)      use
all commercially reasonable efforts to cause the disposition of the Transfer Restricted Securities covered by the Registration
Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the
seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained
in clause (xii) above;


 






    	 	12	 



     


    

 


(xv)       obtain
a CUSIP number for all Transfer Restricted Securities not later than the effective date of a Registration Statement covering such
Transfer Restricted Securities and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted
Securities which are in a form eligible for deposit with the Depository Trust Company;


 


(xvi)      otherwise
use all commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally
available to its security holders with regard to any applicable Registration Statement, as soon as practicable, a consolidated
earnings statement meeting the requirements of Rule 158 under the Act (which need not be audited) covering a twelve-month
period beginning after the effective date of the Registration Statement (as such term is defined in paragraph (c) of Rule 158
under the Act);


 


(xvii)     cause
the Indenture to be qualified under the TIA, if not already so qualified, not later than the effective date of the first Registration
Statement required by this Agreement and, in connection therewith, cooperate with the Trustee and the Holders to effect such changes
to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the TIA; and execute
and use all commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such
changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified
in a timely manner; and


 


(xviii)    provide
promptly to each Holder, upon request, each document filed with the Commission pursuant to the requirements of Section 13
or Section 15(d) of the Exchange Act.


 


(d)          Restrictions
on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to
in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof
(in each case, a “Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer
Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented
or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the
Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus (in each case, the “Recommencement Date”). Each Holder receiving
a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then
in such Holder’s possession which have been replaced by the Company with more recently dated Prospectuses (or supplements
or amendments thereto) or (ii) deliver to the Company (at the Company’s expense) all copies, other than permanent file
copies, then in such Holder’s possession of the Prospectus covering such Transfer Restricted Securities that was current
at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set
forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period
from and including the date of delivery of the Suspension Notice to the Recommencement Date.


 






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Section 7.          REGISTRATION
EXPENSES


 


All expenses incident
to the Company’s performance of or compliance with this Agreement will be borne by the Company, regardless of whether a Registration
Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses; (ii) all
fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing
(including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses),
messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company; (v) all application
and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system
pursuant to the requirements hereof; and (vi) all fees and disbursements of independent certified public accountants of the
Company (including the expenses of any special audit and comfort letters required by or incident to such performance).


 


The Company will, in
any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts,
retained by the Company.


 


Anything contained
herein to the contrary notwithstanding, the Company shall not have any obligation whatsoever in respect of any brokerage commissions,
dealers’ selling concessions, transfer taxes or, except as otherwise expressly set forth herein, any other selling expenses
incurred in connection herewith or the Exchange Offer or sale of Transfer Restricted Notes, Offered Securities or Exchange Securities.


 


Section 8.          INDEMNIFICATION


 


(a)          Indemnification
by Company. The Company agrees to indemnify and hold harmless each Holder, its directors, officers and each Person, if any,
who controls such Holder (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act), from and against
any and all losses, claims, damages, liabilities, judgments, (including without limitation, any reasonable legal or other expenses
incurred in connection with investigating or defending any matter, including any action that could give rise to any such losses,
claims, damages, liabilities or judgments) arising out of any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement, preliminary prospectus or Prospectus (or any amendment or supplement thereto) provided by the Company
to any Holder or any prospective purchaser of Exchange Securities or registered Offered Securities, or arising out of any omission
or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein
in light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages, liabilities
or judgments are caused by an untrue statement or omission or alleged untrue statement or omission that is based upon information
relating to any of the Holders furnished in writing to the Company by any of the Holders.


 






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(b)          Indemnification
by Holders. Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless
the Company and its directors and officers, and each person, if any, who controls (within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act) the Company to the same extent as the foregoing indemnity from the Company set forth
in section (a) above, but only with reference to information relating to such Holder furnished in writing to the Company by
such Holder expressly for use in any Registration Statement. In no event shall any Holder, its directors, officers or any Person
who controls such Holder be liable or responsible for any amount in excess of the amount by which the total amount received by
such Holder with respect to its sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the amount of any damages that such Holder, its
directors, officers or any Person who controls such Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.


 


(c)          Notice.
In case any action shall be commenced involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or
8(b) (the “indemnified party”), the indemnified party shall promptly notify the person against whom
such indemnity may be sought (the “indemnifying person”) in writing and the indemnifying party shall
assume the defense of such action, including the employment of counsel reasonably satisfactory to the indemnified party and the
payment of all fees and expenses of such counsel, as incurred (except that in the case of any action in respect of which indemnity
may be sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be required to assume the defense of such action
pursuant to this Section 8(c), but may employ separate counsel and participate in the defense thereof, but the fees and expenses
of such counsel, except as provided below, shall be at the expense of the Holder). Any indemnified party shall have the right to
employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall
be at the expense of the indemnified party unless (i) the employment of such counsel shall have been specifically authorized
in writing by the indemnifying party, (ii) the indemnifying party shall have failed to assume the defense of such action or
employ counsel reasonably satisfactory to the indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying party, and the indemnified party shall have been advised
by counsel that there may be one or more legal defenses available to it which are different from or additional to those available
to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on
behalf of the indemnified party). In any such case, the indemnifying party shall not, in connection with any one action or separate
but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances,
be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated
in writing by a majority of the Holders, in the case of the parties indemnified pursuant to Section 8(a), and by the Company,
in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall indemnify and hold harmless the
indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of
any action effected with its written consent; provided that such consent was not unreasonably withheld. No indemnifying
party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to
the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have
been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement,
compromise or judgment (i) includes an unconditional release of the indemnified party from all liability on claims that are
or could have been the subject matter of such action and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of the indemnified party.


 






    	 	15	 



     


    

 


(d)          Contribution.
To the extent that the indemnification provided for in this Section 8 is unavailable to an indemnified party in respect of
any losses, claims, damages, liabilities or judgments referred to therein, then each indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims,
damages, liabilities or judgments (i) in such proportion as is appropriate to reflect the relative benefits received by the
Company, on the one hand, and the Holders, on the other hand, from their sale of Transfer Restricted Securities or (ii) if
the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company, on
the one hand, and of the Holder, on the other hand, in connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or judgments, as well as any other relevant equitable considerations. The relative fault of the Company,
on the one hand, and of the Holder, on the other hand, shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Company, on the one hand, or by the Holder, on the other hand, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as
a result of the losses, claims, damages, liabilities and judgments referred to above shall be deemed to include, subject to the
limitations set forth in Section 8(c), any legal or other fees or expenses reasonably incurred by such party in connection
with investigating or defending any action or claim.


 


The Company and each
Holder agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by
pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages, liabilities or judgments referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any matter, including any action that could have given
rise to such losses, claims, damages, liabilities or judgments. Notwithstanding the provisions of this Section 8, no Holder,
its directors, its officers or any Person, if any, who controls such Holder shall be required to contribute, in the aggregate,
any amount in excess of the amount by which the total received by such Holder with respect to the sale of Transfer Restricted Securities
pursuant to a Registration Statement exceeds (i) the amount paid by such Holder for such Transfer Restricted Securities and
(ii) the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’
obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount
of Transfer Restricted Securities held by each Holder hereunder and not joint.


 








    	 	16	 



     


    

 


Section 9.          RULE
144A AND RULE 144


 


Icahn Enterprises agrees
with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which Icahn Enterprises
(i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to
such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser
of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject
to Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit
resales of such Transfer Restricted Securities pursuant to Rule 144.


 


Section 10.        MISCELLANEOUS


 


(a)          Remedies.
Notwithstanding Section 5, the Company acknowledges and agrees that any failure by the Company to comply with its obligations
under Sections 3 and 4 hereof may result in material irreparable injury to the Initial Purchaser or the Holders for which there
is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchaser or any Holder may obtain such relief as may be required to specifically enforce the
Company’s obligations under Sections 3 and 4 hereof. The Company further agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.


 


(b)          No
Inconsistent Agreements. The Company will not, on or after the date of this Agreement, enter into any agreement with respect
to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof. The Company has not previously entered into, and is not currently a party to, any agreement granting any registration
rights with respect to its securities to any Person that would require such securities to be included in any Registration Statement
filed hereunder. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of the Company’s securities under any agreement in effect on the date hereof.


 


(c)          Amendments
and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless (i) in the case of Section 5 hereof and this Section 10(c)(i),
the Company has obtained the written consent of Holders of all outstanding Transfer Restricted Securities (except that in the event
Holders of less than all outstanding Transfer Restricted Securities provide their written consent, such amendment, modification
or supplement and waiver or consent shall only be enforceable against such Holders that provided their written consent), and (ii) in
the case of all other provisions hereof, the Company has obtained the written consent of Holders of a majority of the outstanding
principal amount of Transfer Restricted Securities (excluding Transfer Restricted Securities held by the Company or its Affiliates).
Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities, are being tendered pursuant to the Exchange Offer, and that does not affect directly
or indirectly the rights of other Holders whose Transfer Restricted Securities are not being tendered pursuant to such Exchange
Offer, may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities subject
to such Exchange Offer.


 






    	 	17	 



     


    

 


(d)          Third
Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on
the one hand, and the Initial Purchaser, on the other hand, and shall have the right to enforce such agreements directly to the
extent they may deem such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.


 


(e)          Notices.
All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class
mail (registered or certified, return receipt requested), telecopier or air courier guaranteeing overnight delivery:


 


(i)          if
to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the
Indenture; and


 


(ii)         if
to the Company:


 


Icahn Enterprises L.P.

16690 Collins Avenue, PH-1

Sunny Isles Beach, Florida 33160

Telecopier No.: (305) 422-4100

Attention: Chief Financial Officer


 


With a copy to:


 


Proskauer Rose LLP

Eleven Times Square

New York, New York 10036

Telecopier No.: (212) 969-3155


		Attention:	Lydia C. Desmond, Esq.

Michael Saliba, Esq.



 


All notices and communications
will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged in writing, if telecopied;
and on the next Business Day, if timely delivered to an overnight air courier guaranteeing next day delivery.


 






    	 	18	 



     


    

 


Copies of all such
notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address
specified in the Indenture.


 


(f)          Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities;
provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted
Securities in violation of the terms hereof or of the Purchase Agreement, the terms of the offering described in the Offering Memorandum
under the caption “Notice to Investors” or the Indenture. If any transferee of any Holder shall acquire Transfer Restricted
Securities in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held subject to
all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such Person shall be conclusively
deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions
on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to receive
the benefits hereof.


 


(g)          Counterparts.
This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


(h)          Headings.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


(i)           Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CONFLICT OF LAW RULES THEREOF.


 


(j)           Severability.
In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid,
illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.


 


(k)          Entire
Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.
There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect
to the registration rights granted with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements
and understandings between the parties with respect to such subject matter.


 


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blank]


 




    	 	19	 



     


    

 


IN WITNESS WHEREOF,
the parties have executed this Registration Rights Agreement as of the date first written above.


 


	 	Icahn
    Enterprises L.P.
	 	 	 	 
	 	By:	Icahn Enterprises G.P. Inc.,
	 	 	its general partner
	 	 	 	 
	 	By:	/s/ SungHwan Cho
	 	 	Name:	SungHwan Cho
	 	 	Title: 	Chief Financial Officer
	 	 	 	 
	 	Icahn
    Enterprises Finance Corp.
	 	 	 	 
	 	By: 	/s/ SungHwan Cho
	 	 	Name: 	SungHwan Cho
	 	 	Title: 	Chief Financial Officer
	 	 	 	 
	 	Icahn
    Enterprises holdings L.P.
	 	 	 	 
	 	By: 	Icahn Enterprises G.P. Inc.,
	 	 	its general partner
	 	 	 	 
	 	By: 	/s/ SungHwan Cho
	 	 	Name: 	SungHwan Cho
	 	 	Title: 	Chief Financial Officer


 


[Signature
Page to Registration Rights Agreement]


 




    	 	 	 



     


    

 


	JEFFERIES LLC	 
	 	 	 	 
	By: 	/s/ Brenton Greer	 
	 	Name: 	Brenton Greer	 
	 	Title: 	Managing Director	 


 


[Signature
Page to Registration Rights Agreement]