BEAR, STEARNS INTERNATIONAL LIMITED ONE CANADA SQUARE LONDON E14 5AD, ENGLAND TEL: 0207-516-6390 FAX: 0207-516-6805 REGULATED BY FSA FINAL DRAFT CONFIRMATION Reference Number: NC-1348 As of September 29, 2000 Starfire Holding Corporation c/o Icahn...Icahn Carl C Et Al • February 13th, 2001
EXECUTION VERSION Motorola Mobility Holdings, Inc. 600 North US Highway 45 Libertyville, Illinois 60048 November 30, 2010 To: Each of the Persons and entities listed on Schedule A (the "Icahn Group") Ladies and Gentlemen: This letter agreement shall...Icahn Carl C • January 12th, 2011 • Delaware
RECITALSVoting Agreement • February 9th, 2007 • Icahn Carl C Et Al • Delaware
EXECUTION VERSION] PHILIP SERVICES CORPORATION SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (the "Agreement") is made and entered into as of the 12th day of April 2002, by and among Philip Services Corporation (the "Company"), a company...Subscription Agreement • April 17th, 2002 • Icahn Carl C Et Al • Illinois
Exhibit 2 SECURITIES PURCHASE AGREEMENT dated as of July 21, 2005,Securities Purchase Agreement • August 5th, 2005 • Icahn Carl C Et Al • New York
Execution Version AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 13th, 2011 • Icahn Carl C • Delaware
BACKGROUNDRights Agreement • August 5th, 2005 • Icahn Carl C Et Al • New York
EXHIBIT F Joint Filing AgreementJoint Filing Agreement • August 10th, 2004 • Icahn Carl C Et Al
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $.01 per share, of XO Communications, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of this 9th day of August 2004.
Starfire Holding Corporation c/o Icahn Associates Corp. 767 Fifth Avenue 47th Floor New York, New York 10153Letter Agreement • August 23rd, 2001 • Icahn Carl C Et Al
Reference is made to the letter agreement (the "Agreement"), dated as of September 29, 2000, between Bear, Stearns International Limited ("Bear Stearns") and Starfire Holding Corporation ("Starfire") (being Bear Stearns Reference Number NC-1348) pursuant to which Bear Stearns has the right to put to Starfire (the "Put Option") $10,095,000 principal amount of 11% First Mortgage Notes (the "Notes") due 2005 of GB Property Funding Corp. ("GBF") and 493,321 shares of common stock (the "Shares" and together with the Notes, the "Put Securities") of GB Holdings, Inc. ("GBH").
XO COMMUNICATIONS, INC. STOCK PURCHASE AGREEMENT 6.00% Convertible Preferred Stock Dated as of August 5, 2004Stock Purchase Agreement • August 10th, 2004 • Icahn Carl C Et Al • New York
EXHIBIT 3 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT...Warrant Agreement • July 10th, 2001 • Icahn Carl C Et Al • Delaware
EXECUTION VERSION Motorola Mobility Holdings, Inc. 600 North US Highway 45 Libertyville, Illinois 60048 November 30, 2010 Persons and entities listed on Schedule A (the "Icahn Group") Re: Certain Agreements ------------------ Ladies and Gentlemen:...Icahn Carl C • January 12th, 2011
STOCK PURCHASE AGREEMENT dated as of May 16, 2001 by and between VECTOR GROUP LTD. and HIGH RIVER LIMITED PARTNERSHIP with respect to 1,639,344 shares of common stock of VECTOR GROUP LTD.Stock Purchase Agreement • May 16th, 2001 • Icahn Carl C Et Al • New York
XO COMMUNICATIONS, INC. REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of January 16, 2003, among the parties listed on Schedule I hereto (the "Holders") and XO Communications, a Delaware corporation (the "Company"). R E C I T A...Registration Rights Agreement • January 27th, 2003 • Icahn Carl C Et Al • New York
GEORGESON & COMPANY, INC.Icahn Carl C Et Al • November 4th, 1996
RECITALSPurchase and Sale Agreement • June 20th, 1997 • Icahn Carl C Et Al • New York
EXHIBIT 5 REGISTRATION RIGHTS AGREEMENT Dated as of July 2, 2001Registration Rights Agreement • July 10th, 2001 • Icahn Carl C Et Al • New York
AGREEMENTAgreement • April 7th, 2008 • Icahn Carl C • Delaware
WARRANTIcahn Carl C Et Al • April 21st, 1999 • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 28th, 1998 • Icahn Carl C Et Al • New York
EXHIBIT A Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including...Joint Filing Agreement • October 26th, 1998 • Icahn Carl C Et Al
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $.01 per share, of Stratosphere Corporation, a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement this 26th day of October 1998.
AGREEMENTAgreement • April 14th, 2003 • Icahn Carl C Et Al • New York
INVESTMENT AGREEMENT by and among HIGH RIVER LIMITED PARTNERSHIP, as Purchaser, PHILIP SERVICES CORPORATION, as CompanyInvestment Agreement • November 4th, 2003 • Icahn Carl C Et Al • New York
AGREEMENT OF LIMITED PARTNERSHIP OF ROME ACQUISITION LIMITED PARTNERSHIP This Agreement of Limited Partnership of Rome Acquisition Limited Partnership (the or this "Agreement"), a Delaware limited partnership (the "Partnership"), is entered into...Icahn Carl C Et Al • November 27th, 2006 • Delaware
RECITALS --------Icahn Carl C Et Al • December 1st, 2006 • Delaware
ASSUMPTION AGREEMENT (this "Agreement"), dated as of January 8, 1997, between Liquidity Financial Group, L.P., a California limited partnership ("LFG"), and American Holdings I, L.P., a Delaware limited partnership ("AHI"). W I T N E S S E T H:...Assumption Agreement • February 11th, 1997 • Icahn Carl C Et Al
AGREEMENTAgreement • August 21st, 2007 • Icahn Carl C Et Al • Delaware
STOCK PURCHASE AGREEMENT This Agreement dated as of January 8, 1999 is by and between LEONARD C. TALLERINE, JR. ("Seller"), and HIGH RIVER LIMITED PARTNERSHIP, a Delaware limited partnership ("Purchaser"). WHEREAS, Seller is the owner of 1,554,921...Stock Purchase Agreement • January 11th, 1999 • Icahn Carl C Et Al • New York
SUPPORT AGREEMENT, dated as of December 15, 2010 (this "Agreement"), by and among the parties listed on the signature page(s) hereto (collectively, the "Stockholders" and each individually, a "Stockholder") and Dynegy Inc., a Delaware corporation (the...Support Agreement • December 15th, 2010 • Icahn Carl C
VOTING AGREEMENT VOTING AGREEMENT (this "Agreement"), dated as of December 7, 1999, by and among McNeil Partners, L.P., a Delaware limited partnership ("MPLP") in its own capacity and on behalf of each of the McNeil Partnerships (other than Regency...Voting Agreement • December 14th, 1999 • Icahn Carl C Et Al • New York
WITNESSETH:Settlement Agreement and Release • March 12th, 1997 • Icahn Carl C Et Al
BECKTON CORP.Joint Filing Agreement • November 18th, 1998 • Icahn Carl C Et Al
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of statements on Schedule 13D (including amendments thereto) with respect to the tender offer for depositary units representing limited partner interests in AMERICAN REAL ESTATE PARTNERS, L.P., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 17th day of November, 1998.
EXECUTION COPY AGREEMENT --------- This Agreement dated July 7, 2010 (this "Agreement"), is by and among the persons and entities listed on Schedule A (collectively, the "Icahn Group", and individually a "member" of the Icahn Group) and The Hain...Execution Copy • July 7th, 2010 • Icahn Carl C • Delaware
AMENDING AGREEMENT NO. 1 This is an amending agreement made as of December 15, 1998 among Philip Services Corp. ("PSC"), Foothill Partners, L.P. ("Foothill"), American Real Estate Holdings, L.P. ("AREH") and High River Limited Partnership ("High...Amending Agreement • December 16th, 1998 • Icahn Carl C Et Al • Delaware
EXHIBIT 1Exhibit 1 • August 21st, 2000 • Icahn Carl C Et Al • New York
