Exhibit
10.1

     

    EXECUTION
VERSION

       

    
      
        

      

    

     

    REGISTRATION
RIGHTS AGREEMENT

     

    Dated
as of November 12, 2010

    by
and among

     

    ICAHN
ENTERPRISES L.P.,

    ICAHN
ENTERPRISES FINANCE CORP.,

    ICAHN
ENTERPRISES HOLDINGS L.P.

    


    and

     

    JEFFERIES
& COMPANY, INC.

     
 

    
      
   

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    This
Registration Rights Agreement (this “Agreement”)
is made and entered into as of November 12, 2010, 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
& Company, Inc. (the “Initial Purchaser”), who has
agreed to purchase $200,000,000 aggregate principal amount of Icahn
Enterprises’s 73⁄4% Senior Notes due 2016 (the “2016 Notes”) and $300,000,000
aggregate principal amount of 8% Senior Notes due 2018 (the “2018 Notes” and together with
the 2016 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.

     

    This
Agreement is made pursuant to the Purchase Agreement, dated November 8, 2010
(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 shall have the meanings assigned to them in the Indenture,
dated as of January 15, 2010 (the “Indenture”),
among the Company, the Guarantor and Wilmington Trust Company, as trustee,
relating to the Offered Securities and the Exchange Securities (as defined
below).

     

    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 such Holders 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 73⁄4% Senior Notes due 2016 and 8%
Senior Notes due 2018 to be issued pursuant to the Indenture (a) in the Exchange
Offer or (b) as contemplated by Section 4 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
Notes:  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.

     

    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.

     

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


    
      
         


      

      
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    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.

     

    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, (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 or (d) the date on which such
Offered Security is distributed to the public pursuant to Rule 144.

     

    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.

     

    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 March 12,
2011 (the “Filing
Deadline”), (ii)
use all commercially reasonable efforts to cause such Exchange Offer
Registration Statement to become effective no later than June 10, 2011 (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.


    
      
         


      

      
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    (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 in all
material respects 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 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 obligation arises (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)(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 meet the Effectiveness
Deadline set forth in clause (y).

     

    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 period referred to in Rule 144 (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.


    
      
         


      

      
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    (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 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 $.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 $.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 $.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 Initial
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

     

    (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.


    
      
         


      

      
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    (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;

     

    (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;


    
      
         


      

      
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    (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;

     

    (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;

     

    
      
         


      

      
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    (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 such connection, the Company
shall:

     

    (A)          upon
request of any Holder, furnish (or, in the case of paragraphs (2), (3) and (4),
use all commercially reasonable efforts to cause to be furnished) to each
Holder, upon the effectiveness of the Shelf 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;

     

    (2)           an
opinion, dated the date of effectiveness of the Shelf 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 to
the Purchase Agreement and such other similar matters as such Holders may
reasonably request;

     

    
      
         


      

      
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    (3)           a
customary comfort letter, dated the date of effectiveness of the Shelf
Registration Statement, from the Company’s independent accountants, 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 Company’s independent accountants 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;

     

    (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;

     

    
      
         


      

      
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    (xvi)       otherwise
use all commercially 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.

     

    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).


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    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) caused by 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 caused by 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.

     

    (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.

     

    
      
         


      

      
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    (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.

     

    (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 the second paragraph
of Section 8(a), any legal or other fees or expenses reasonably incurred by such
party in connection with investigating or defending any action or
claim.


    
      
         


      

      
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    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.

     

    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.


    
      
         


      

      
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    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 with respect of either
2016 Notes or 2018 Notes, as applicable (except that in the event Holders of
less than all outstanding Transfer Restricted Securities with respect of either
2016 Notes or 2018 Notes, as applicable, 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 with respect of either 2016 Notes or 2018 Notes, as
applicable (excluding Transfer Restricted Securities with respect of either 2016
Notes or 2018 Notes, as applicable, 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 with respect
of either 2016 Notes or 2018 Notes, as applicable, subject to such Exchange
Offer.

     

    (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

     

    
      
         


      

      
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    (ii)           if
to the Company:

    


    Icahn
Enterprises L.P.

    767 Fifth
Avenue

    New York,
New York 10153

    Telecopier
No.: (212) 702-4300

    Attention:
Chief Financial Officer

     

    With a
copy to:

     

    Proskauer
Rose LLP

    1585
Broadway

    New York,
New York 10036

    Telecopier
No.: (212) 969-2900

    Attention:
Julie M. Allen, 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.

     

    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.


    
      
         


      

      
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    (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.

     

    [Remainder
of page intentionally left blank]


    
      
         


      

      
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    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/
      Dominick Ragone
	 
      	
                        Name: 
      Dominick Ragone  

                      
	 
      	
                        Title: 
      Chief Financial Officer 

                      
	 
      	 
      
	
                        ICAHN
      ENTERPRISES FINANCE CORP.

                      
	 
      	 
      
	
                        By:

                      	/s/
      Dominick Ragone
	 
      	
                        Name: 
      Dominick Ragone

                      
	 
      	
                        Title: 
      Chief Financial Officer

                      
	 
      	 
      
	
                        ICAHN
      ENTERPRISES HOLDINGS L.P.

                      
	 
      	 
      
	
                        By:

                      	
                        Icahn
      Enterprises G.P. Inc.,

                      
	 
      	
                        its
      general partner

                      
	 
      	 
      
	
                        By:

                      	/s/
      Dominick Ragone
	 
      	
                        Name: 
      Dominick Ragone

                      
	 
      	
                        Title: 
      Chief Financial
Officer

                      


              

            

          

        

      

    

     

    
      
        
          	
                  JEFFERIES
      & COMPANY, INC.

                
	 
      	 
      
	
                  By:

                	/s/
      Craig Zaph
	 
      	
                  Name: 
      Craig Zaph

                
	 
      	
                  Title: 
      Managing Director

                


        

      

    


    
      
         


      

      
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