EXHIBIT 10.4 AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 20, 2005Credit Agreement • December 29th, 2005 • American Real Estate Holdings L P • Operators of nonresidential buildings
Amendment No. 2 to Agreement dated March 6, 1998American Real Estate Holdings L P • August 5th, 1998 • Real estate
AGREEMENTAgreement • August 5th, 1998 • American Real Estate Holdings L P • Real estate • New York
DATED AS OF MAY 12, 2004 BY AND AMONGRegistration Rights Agreement • August 6th, 2004 • American Real Estate Holdings L P • Operators of nonresidential buildings • New York
ZEPHYR PARTNERSJoint Filing Agreement • May 21st, 1998 • American Real Estate Holdings L P • Operative builders
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 limited partnership interests and assignee interests therein of ARVIDA/JMB 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 th day of May, 1998.
Amendment No. 3 to Agreement dated March 6, 1998American Real Estate Holdings L P • August 5th, 1998 • Real estate
REGISTRATION RIGHTS AGREEMENT Dated as of January 28, 2020 by and among ICAHN ENTERPRISES L.P., ICAHN ENTERPRISES FINANCE CORP., ICAHN ENTERPRISES HOLDINGS L.P. and JEFFERIES LLCRegistration Rights Agreement • January 28th, 2020 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 28, 2020, 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 $300,000,000 in aggregate principal amount of the Company’s 4.750% Senior Notes due 2024 (the “Notes”) pursuant to the Purchase Agreement (as defined below). The Notes are to be guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) by the Guarantor.
IMPORTANTAmerican Real Estate Holdings L P • March 12th, 1998 • Real estate
UNDERWRITING AGREEMENTUnderwriting Agreement • May 20th, 2013 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
ANDSecurity and Control Agreement • August 6th, 2004 • American Real Estate Holdings L P • Operators of nonresidential buildings • New York
REGISTRATION RIGHTS AGREEMENT Dated as of April 12, 2021 by and among ICAHN ENTERPRISES L.P., ICAHN ENTERPRISES FINANCE CORP., ICAHN ENTERPRISES HOLDINGS L.P. and JEFFERIES LLCRegistration Rights Agreement • April 12th, 2021 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 12, 2021, by and among Icahn Enterprises L.P., a Delaware limited partnership, as issuer (“Icahn Enterprises”), Icahn Enterprises Finance Corp., a Delaware corporation, as co-issuer (“Icahn Enterprises Finance” and, together with Icahn Enterprises, the “Company”), Icahn Enterprises Holdings L.P., a Delaware limited partnership (the “Guarantor”) and Jefferies LLC (the “Initial Purchaser”), who has agreed to purchase $455,000,000 in aggregate principal amount of the Company’s 5.250% Senior Notes due 2027 (the “Notes”) pursuant to the Purchase Agreement (as defined below). The Notes are to be guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) by the Guarantor.
JOINT FILING AGREEMENTJoint Filing Agreement • August 5th, 1998 • American Real Estate Holdings L P • Real estate
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 units of limited partnership interest in each of Integrated Resources High Equity Partners, Series 85, High Equity Partners, L.P. - Series 86 and High Equity Partners, L.P. - Series 88 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 5th day of August, 1998.
November 11, 1998 VIA FACSIMILE AND OVERNIGHT COURIER Raleigh Capital Associates, L.P. c/o Icahn Associates Corporation 767 Fifth Avenue 47th Floor New York, NY 10153 Re: Buy/Sell Notice Gentlemen: Pursuant to Section 1 of that certain Raleigh...American Real Estate Holdings L P • November 13th, 1998 • Operative builders
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • December 3rd, 2021 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
AMENDED AND RESTATED CO-MANAGER AGREEMENTCo-Manager Agreement • November 13th, 2012 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
Amended and Restated Co-Manager Agreement (the “Agreement”) made as of the 1 st day of August 2012 (the “Execution Date”) by and between Icahn Enterprises L.P. and Icahn Capital LP (collectively, the “Employer”), and Brett Icahn (the “Employee”, and the Employee and David Schechter, each a “Co-Manager” and together the “Co-Managers”). Unless otherwise defined herein a capitalized term used herein shall have the meaning attributed to it in Section 15 hereof.
AGREEMENTAgreement • March 12th, 1998 • American Real Estate Holdings L P • Real estate • New York
SENIOR TERM LOAN CREDIT AGREEMENT dated as of April 1, 2016 between CVR Partners, LP as Borrower and Coffeyville Resources, LLC as LenderSenior Term Loan Credit Agreement • April 7th, 2016 • Icahn Enterprises Holdings L.P. • Petroleum refining • New York
THIS SENIOR TERM LOAN CREDIT AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2016 by and among Coffeyville Resources, LLC, a Delaware limited liability company (the “Lender”) and CVR Partners, LP, a Delaware limited partnership (the “Borrower”).
AGREEMENT AND PLAN OF MERGER by and between STL PARENT CORP. and AMERICAN RAILCAR INDUSTRIES, INC. Dated as of October 22, 2018Agreement and Plan of Merger • October 22nd, 2018 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
This AGREEMENT AND PLAN OF MERGER, dated as of October 22, 2018 (this “Agreement”), is made by and between STL Parent Corp., a Delaware corporation (“Parent”), and American Railcar Industries, Inc., a North Dakota corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.
AGREEMENT AND PLAN OF MERGER BY AND AMONG ICAHN ENTERPRISES HOLDINGS L.P., IEP PARTS ACQUISITION LLC AND THE PEP BOYS — MANNY, MOE & JACK DATED AS OF DECEMBER 30, 2015Agreement and Plan of Merger • December 30th, 2015 • Icahn Enterprises Holdings L.P. • Petroleum refining • Pennsylvania
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 30, 2015, by and among Icahn Enterprises Holdings L.P., a Delaware limited partnership (“Parent”), IEP Parts Acquisition LLC, a Delaware limited liability company (“Merger Sub”) and wholly-owned subsidiary of Parent, and The Pep Boys — Manny, Moe & Jack, a Pennsylvania corporation (the “Company”). Parent, Merger Sub and the Company are each referred to herein as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 AND JOINDER TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 2nd, 2018 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories
INVESTMENT AGREEMENT by and between FEDERAL-MOGUL CORPORATION and ieh fm holdings llc Dated as of December 2, 2012Investment Agreement • December 3rd, 2012 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
This INVESTMENT AGREEMENT, dated as of December 2, 2012 (this "Agreement"), is by and between Federal-Mogul Corporation, a Delaware corporation (the "Company"), and IEH FM Holdings LLC, a Delaware limited liability company (the "Investor").
UNDERWRITING AGREEMENTUnderwriting Agreement • May 28th, 2013 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
Coffeyville Resources, LLC, a Delaware limited liability company (“Coffeyville Resources”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC, Jefferies LLC and J.P. Morgan Securities LLC are acting as representatives (collectively, the “Representatives”), an aggregate of 12,000,000 common units (the “Firm LP Units”) representing limited partner interests (the “Common Units”) in CVR Partners, LP, a Delaware limited partnership (the “Company”), and, at the election of the Underwriters, up to 1,800,000 Common Units (the “Optional LP Units”). The Firm LP Units and the Optional LP Units that the Underwriters elect to purchase pursuant to Section 2 hereof are collectively called the “LP Units.”
REGISTRATION RIGHTS AGREEMENT Dated as of January 9, 2020 by and among ICAHN ENTERPRISES L.P., ICAHN ENTERPRISES FINANCE CORP., ICAHN ENTERPRISES HOLDINGS L.P. and JEFFERIES LLCRegistration Rights Agreement • January 9th, 2020 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 9, 2020, 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 $300,000,000 in aggregate principal amount of the Company’s 4.750% Senior Notes due 2024 (the “2024 Notes”) and $250,000,000 million in aggregate principal amount of the Company’s 5.250% Senior Notes due 2027 (the “2027 Notes” and, together with the 2024 Notes, the “Notes”) pursuant to the Purchase Agreement (as defined below). Each of the 2024 Notes and the 2027 Notes are to be guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) by the Guarantor.
INVESTMENT AGREEMENT BY AND BETWEEN FEDERAL-MOGUL CORPORATION AND IEH FM HOLDINGS LLC DATED AS OF MAY 28, 2013Investment Agreement • May 29th, 2013 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
This INVESTMENT AGREEMENT, dated as of May 28, 2013 (this “ Agreement ”), is by and between Federal-Mogul Corporation, a Delaware corporation (the “ Company ”), and IEH FM Holdings LLC, a Delaware limited liability company (the “ Investor ”).
OPEN MARKET SALE AGREEMENTSMIcahn Enterprises Holdings L.P. • August 6th, 2021 • Motor vehicle parts & accessories • New York
Icahn Enterprises L.P., a Delaware limited partnership (the “Company”), proposes to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), the Company’s depositary units representing limited partner interests (the “Depositary Units”), having an aggregate offering price of up to the Maximum Program Amount subject to the terms and conditions set forth in this agreement (this “Agreement”).
ICAHN ENTERPRISES L.P. ICAHN ENTERPRISES FINANCE CORP. AND ICAHN ENTERPRISES HOLDINGS L.P. 6.250% SENIOR NOTES DUE 2022 6.750% SENIOR NOTES DUE 2024 INDENTURE Dated as of January 18, 2017 WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee CROSS-REFERENCE...Security and Control Agreement • January 18th, 2017 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER among DYNEGY INC., IEH MERGER SUB LLC and IEP MERGER SUB INC. Dated as of February 13, 2011Agreement and Plan of Merger • February 14th, 2011 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories
This AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER is dated as of February 13, 2011 (this “Amendment”), and is entered into among Dynegy Inc., a Delaware corporation (the “Company”), IEH Merger Sub LLC, a Delaware limited liability company (“Parent”), and IEP Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of December 15, 2010, between the Company, Parent and Merger Sub (the “Merger Agreement”).
Amendment No. 1 to Agreement dated March 6, 1998American Real Estate Holdings L P • August 5th, 1998 • Real estate
GUARANTYGuaranty • October 1st, 2020 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • Delaware
This GUARANTY (this “Agreement”) dated as of October 1, 2020, is made by and between AMERICAN ENTERTAINMENT PROPERTIES CORP., a Delaware corporation, (the “Guarantor”), and ISTHMUS LLC, a Delaware limited liability company (“Isthmus”).
MANAGER AGREEMENTManager Agreement • October 1st, 2020 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • Florida
Manager Agreement (the “Agreement”) made as of 12:01 a.m. ET on the 1st day of October, 2020 (the “Execution Time”), by and among Icahn Enterprises L.P., a Delaware limited partnership (“IEP”), Icahn Capital LP, a Delaware limited partnership (the “General Partner” and together with IEP, the “Employer”), Brett Icahn (the “Employee”), Isthmus LLC, a Delaware limited liability company wholly owned by the Employee (“Isthmus”), Icahn Partners LP, a Delaware limited partnership (“Icahn Partners”), and Icahn Partners Master Fund LP, a Delaware limited partnership (“Icahn Master” and together with Icahn Partners, the “Funds”, which term will also include any and all other private investment funds or other entities that are Affiliates of the Employer that may, from time to time, hereafter be designated as a Fund by written notice from the Employer to the Employee). Unless otherwise defined herein a capitalized term used herein shall have the meaning attributed to it in Section 16 hereof.
Amendment No. 2 to Agreement dated March 6, 1998American Real Estate Holdings L P • July 1st, 1998 • Real estate
AGREEMENTAgreement • December 23rd, 2019 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
Agreement made as of the 20th day of December, 2019 (the “Execution Date”) by and between Icahn Enterprises L.P. (the “Employer”) and Keith Cozza (the “Employee”).
May 15, 1998 Raleigh GP Corp. Rockland Partners, Inc. Apollo Real Estate Investment Fund II, L.P. Basso Associates, L.P. Rockland Partners, L.P. Redemption Agreement Ladies and Gentlemen: We refer to the Partnership Agreement, dated July 22, 1996 (the...American Real Estate Holdings L P • May 21st, 1998 • Operative builders
ContractIcahn Enterprises Holdings L.P. • October 22nd, 2013 • Motor vehicle parts & accessories
AMENDMENT dated as of October 22, 2013 (this “Amendment”) to the Amended and Restated Co-Manager Agreement (the “Agreement”) made as of August 1, 2012 by and between Icahn Enterprises L.P. and Icahn Capital LP (collectively, the “Employer”), and [_____________] (the “Employee”, and the Employee and [_____________], each a “Co-Manager” and together the “Co-Managers”). Unless otherwise defined herein a capitalized term used herein shall have the meaning attributed to it in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • October 29th, 2012 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York
This Employment Agreement is made as of the 25th day of October 2012 by and between Icahn Enterprises L.P., which has its offices at 767 Fifth Avenue, New York, New York 10153 (the “Company” or “Employer”), and Daniel A. Ninivaggi, residing at 100 West 57th Street, Apt. 6R, New York, NY, (“Employee” or “you”). This Agreement supersedes all prior agreements between Employer and its Affiliates, and Employee.
