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.
