Exhibit 10.1


 





 



 


 


 


 


 


 


 


 




REGISTRATION RIGHTS AGREEMENT


 


Dated as of August 1, 2013


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 August 1, 2013, 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 $500,000,000 aggregate principal
amount of the Company’s 6.000% Senior Notes due 2020 (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 July 29, 2013 (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(o) 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 August 1, 2013 (the “Indenture”),
among the Company, the Guarantor and Wilmington Trust, National Association, 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 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 6.000% Senior Notes due 2020 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 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.


 


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


 


Registration
Default: As defined in Section 5 hereof.


 






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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 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.


 


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.


 






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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 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).


 


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 Initial 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.


 






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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 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 $.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.


 


(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.


 






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(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;


 


(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 connection
therewith, 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 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;


 


(2)         
an opinion, 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 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 applicable 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 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.


 


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).


 






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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.


 


(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 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.


 






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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 (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.


 


(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.


 






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(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.

767 Fifth Avenue

New York, New York 10153

Telecopier No.: (212) 702-4300

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: 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.


 






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(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.


 


[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.


 






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	 	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







 






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







 



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