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ICAHN ENTERPRISES L.P. ICAHN ENTERPRISES FINANCE CORP. AND ICAHN ENTERPRISES HOLDINGS L.P. 6.375% SENIOR NOTES DUE 2025 INDENTURE Dated as of December 6, 2017 WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee CROSS-REFERENCE TABLE* (December 6th, 2017)

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 6 Section 1.02 Other Definitions 20 Section 1.03 Incorporation by Reference of Trust Indenture Act 21 Section 1.04 Rules of Construction 21 ARTICLE 2 THE NOTES Section 2.01 Form and Dating 22 Section 2.02 Execution and Authentication 22 Section 2.03 Registrar and Paying Agent 23 Section 2.04 Paying Agent to Hold Money in Trust 23 Section 2.05 Holder Lists 23 Section 2.06 Transfer and Exchange 23 Section 2.07 Replacement Notes 34 Section 2.08 Outstanding Notes 34 Section 2.09 Treasury Notes 34 Section 2.10 Temporary Notes 35 Section 2.11 Cancellation 35 Section 2.12 Defaulted Interest 35 ARTICLE 3 REDEMPTI

REGISTRATION RIGHTS AGREEMENT Dated as of December 6, 2017 by and Among ICAHN ENTERPRISES L.P., ICAHN ENTERPRISES FINANCE CORP., ICAHN ENTERPRISES HOLDINGS L.P. And JEFFERIES LLC (December 6th, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of December 6, 2017, 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 $510,000,000 in aggregate principal amount of the Company's 6.250% Senior Notes due 2022 (the "2022 Notes") and $750,000,000 aggregate principal amount of the Company's 6.375% Senior Notes due 2025 (the "2025 Notes" and, together with the 2022 Notes, the "Initial Notes") pursuant to the Purchase Agreement (as defined below). The Initial Notes are to be guaranteed (the "Guarantee" and, together with the Initial Notes, the "Offered Securities") by the Guarantor.

Leisure Acquisition Corp. – Expense Advancement Agreement (December 5th, 2017)

THIS EXPENSE ADVANCEMENT AGREEMENT (this "Agreement"), dated as of December 1, 2017, is made and entered into by and among Leisure Acquisition Corp., a Delaware corporation (the "Company"), Hydra Management, LLC ("Hydra"), MLCP GLL Funding LLC ("MLCP") and HG Vora Special Opportunities Master Fund, Ltd. ("HG Vora" and together with Hydra and MLCP, the "Funding Parties").

Leisure Acquisition Corp. – Investment Management Trust Agreement (December 5th, 2017)

This Investment Management Trust Agreement (this "Agreement") is made effective as of December 1, 2017 by and between Leisure Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").

BreitBurn Energy Partners, L.P. – First Amendment to Amended and Restated Restructuring Support Agreement (December 4th, 2017)

Breitburn Energy Partners LP (9953); Breitburn GP LLC (9948); Breitburn Operating LP (5529); Breitburn Operating GP LLC (5525); Breitburn Management Company LLC (2858); Breitburn Finance Corporation (2548); Alamitos Company (9156); Beaver Creek Pipeline, L.L.C. (7887); Breitburn Florida LLC (7424); Breitburn Oklahoma LLC (4714); Breitburn Sawtelle LLC (7661); Breitburn Transpetco GP LLC (7222); Breitburn Transpetco LP LLC (7188); GTG Pipeline LLC (3760); Mercury Michigan Company, LLC (3380); Phoenix Production Company (1427); QR Energy, LP (3069); QRE GP, LLC (2855); QRE Operating, LLC (9097); Terra Energy Company LLC (9616); Terra Pipeline Company LLC (3146); and Transpetco Pipeline Company, L.P. (2620), the above-captioned debtors, as plan proponents, propose the following chapter 11 plan pursuant to section 1121(a) of title 11 of the United States Code.

BreitBurn Energy Partners, L.P. – Disclosure Statement For (December 4th, 2017)

The Debtors believe the Plan is in the best interests of all stakeholders and urge the holders of Claims in Classes 3, 4, 5A, 5B, and 6 to vote in favor thereof.

Leisure Acquisition Corp. – 20,000,000 Units Leisure Acquisition Corp. Units, Each Consisting of One Share of Common Stock, $0.0001 Par Value, and One-Half of One Warrant UNDERWRITING AGREEMENT (December 1st, 2017)

Leisure Acquisition Corp., a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 20,000,000 units of the Company (the "Firm Securities"). Each unit ("Unit(s)") consisting of one share of common stock, $0.0001 par value, of the Company ("Share(s)") and one-half of one warrant of the Company, where each whole warrant entitles the holder to purchase one Share (the "Warrant(s)").

Leisure Acquisition Corp. – Form of Investment Management Trust Agreement (December 1st, 2017)

This Investment Management Trust Agreement (this "Agreement") is made effective as of [_______], 2017 by and between Leisure Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").

Leisure Acquisition Corp. – Form of Expense Advancement Agreement (November 28th, 2017)

THIS EXPENSE ADVANCEMENT AGREEMENT (this "Agreement"), dated as of [________], 2017, is made and entered into by and among Leisure Acquisition Corp., a Delaware corporation (the "Company"), Hydra Management, LLC ("Hydra"), MLCP GLL Funding LLC ("MLCP") and HG Vora Special Opportunities Master Fund, Ltd. ("HG Vora" and together with Hydra and MLCP, the "Funding Parties").

Leisure Acquisition Corp. – 20,000,000 Units Leisure Acquisition Corp. Units, Each Consisting of One Share of Common Stock, $0.0001 Par Value, and One-Half of One Warrant UNDERWRITING AGREEMENT (November 28th, 2017)

Leisure Acquisition Corp., a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 20,000,000 units of the Company (the "Firm Securities"). Each unit ("Unit(s)") consisting of one share of common stock, $0.0001 par value, of the Company ("Share(s)") and one-half of one warrant of the Company, where each whole warrant entitles the holder to purchase one Share (the "Warrant(s)").

Leisure Acquisition Corp. – Form of Investment Management Trust Agreement (November 28th, 2017)

This Investment Management Trust Agreement (this "Agreement") is made effective as of [_______], 2017 by and between Leisure Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").

Leisure Acquisition Corp. – 25,000,000 Units Leisure Acquisition Corp. Units, Each Consisting of One Share of Common Stock, $0.0001 Par Value, and One-Half of One Warrant UNDERWRITING AGREEMENT (November 17th, 2017)

Leisure Acquisition Corp., a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 25,000,000 units of the Company (the "Firm Securities"). Each unit ("Unit(s)") consisting of one share of common stock, $0.0001 par value, of the Company ("Share(s)") and one-half of one warrant of the Company, where each whole warrant entitles the holder to purchase one Share (the "Warrant(s)").

Amended and Restated Employment Agreement (November 14th, 2017)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of this 14th day of November 2017, by and between Air Products and Chemicals, Inc. (together with its affiliates and subsidiaries, the (Company), and Seifollah Ghasemi (the Executive). This Agreement amends and restates in its entirety the Prior Agreement (as defined below) effective as of October 1, 2017 (the Effective Date).

Kura Oncology, Inc. – Kura Oncology, Inc. Common Stock Sales Agreement (November 9th, 2017)
Incentive Stock Option Agreement Pursuant to the Altimmune, Inc. 2017 Omnibus Incentive Plan (November 9th, 2017)

THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this Agreement), dated as of the Grant Date specified above, is entered into by and between Altimmune, Inc., a Delaware corporation (the Company), and the Participant specified above, pursuant to the Altimmune, Inc. 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the Plan), which is administered by the Committee; and

Incentive Stock Option Agreement Pursuant to the Altimmune, Inc. 2017 Omnibus Incentive Plan (November 9th, 2017)

THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this Agreement), dated as of the Grant Date specified above, is entered into by and between Altimmune, Inc., a Delaware corporation (the Company), and the Participant specified above, pursuant to the Altimmune, Inc. 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the Plan), which is administered by the Committee; and

CREDIT AGREEMENT Dated as of November 7, 2017 Among 99 CENTS ONLY STORES LLC, as the Borrower, NUMBER HOLDINGS, INC., as Holdings, WILMINGTON TRUST, NATIONAL ASSOCIATION as Administrative Agent, and THE OTHER LENDERS PARTY HERETO (November 7th, 2017)

This SECOND LIEN CREDIT AGREEMENT is entered into as of November 7, 2017, among 99 CENTS ONLY STORES LLC, a California limited liability company (the Borrower), NUMBER HOLDINGS, INC., a Delaware corporation (Holdings), WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent (in such capacity, including any successor thereto, the Administrative Agent) and as collateral agent (in such capacity, including any successor thereto, the Collateral Agent) under the Loan Documents, and each lender from time to time party hereto (collectively, the Lenders and individually, a Lender).

Leisure Acquisition Corp. – Form of Expense Advancement Agreement (November 3rd, 2017)

THIS EXPENSE ADVANCEMENT AGREEMENT (this "Agreement"), dated as of [________], 2017, is made and entered into by and among Leisure Acquisition Corp., a Delaware corporation (the "Company"), Hydra Management, LLC ("Hydra"), MLCP GLL Funding LLC ("MLCP") and HG Vora Special Opportunities Master Fund, Ltd. ("HG Vora" and together with Hydra and MLCP, the "Funding Parties").

Leisure Acquisition Corp. – Certificate of Incorporation of Leisure Acquisition Corp. (November 3rd, 2017)

The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file and record this Certificate of Incorporation, and does hereby certify as follows:

Leisure Acquisition Corp. – Form of Indemnity Agreement (November 3rd, 2017)

THIS INDEMNITY AGREEMENT (this "Agreement") is made as of [*], 2017, by and between LEISURE ACQUISITION CORP., a Delaware corporation (the "Company"), and [*] ("Indemnitee").

Leisure Acquisition Corp. – Form of Investment Management Trust Agreement (November 3rd, 2017)

This Investment Management Trust Agreement (this "Agreement") is made effective as of [_______], 2017 by and between Leisure Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").

Required Group Agent Action No. 39 (November 3rd, 2017)

This REQUIRED GROUP AGENT ACTION NO. 39 (this "Action"), dated as of September 29, 2017, but effective as of October 1, 2017 (the "Effective Date"), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company ("Borrower"), Bank of America, N.A., as the Administrative Agent ("Administrative Agent"), the Collateral Agent for the Secured Parties ("Collateral Agent") and each of Bank of America, N.A. ("BA Agent"), Credit Suisse AG, New York Branch ("CS Agent"), Deutsche Bank AG, New York Branch ("DB Agent"), ING Capital LLC ("ING Agent"), KeyBank National Association ("KB Agent"), National Bank of Arizona ("NBAZ Agent"), Silicon Valley Bank ("SVB Agent") and CIT Bank, N.A. ("CIT Agent" and collectively with BA Agent, CS Agent, DB Agent, ING Agent, KB Agent, NBAZ Agent and SVB Agent, the "Group Agents"), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the "Loan Agreement"), by and among the Borrower, Administrative Agent, Collate

BakerCorp International, Inc. – Employment Agreement (October 20th, 2017)

EMPLOYMENT AGREEMENT, dated as of October 16, 2017 (the "Employment Agreement"), by and between BakerCorp, a Delaware corporation (the "Company"), and Michael J. Henricks (the "Executive").

93658691v1 (October 17th, 2017)
Co-Invest Options Non-Qualified Stock Option Agreement Pursuant to the Neiman Marcus Group, Inc. (October 10th, 2017)

AGREEMENT ("Agreement"), dated as of [*], between Neiman Marcus Group, Inc., a Delaware corporation (the "Company"), and [*] (the "Participant").

Incentive Stock Option Agreement Pursuant to the Altimmune, Inc. 2017 Omnibus Incentive Plan (September 28th, 2017)

THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this Agreement), dated as of the Grant Date specified above, is entered into by and between Altimmune, Inc., a Delaware corporation (the Company), and the Participant specified above, pursuant to the Altimmune, Inc. 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the Plan), which is administered by the Committee; and

Incentive Stock Option Agreement Pursuant to the Altimmune, Inc. 2017 Omnibus Incentive Plan (September 28th, 2017)

THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this Agreement), dated as of the Grant Date specified above, is entered into by and between Altimmune, Inc., a Delaware corporation (the Company), and the Participant specified above, pursuant to the Altimmune, Inc. 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the Plan), which is administered by the Committee; and

Incentive Stock Option Agreement Pursuant to the Altimmune, Inc. 2017 Omnibus Incentive Plan (September 28th, 2017)

THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this Agreement), dated as of the Grant Date specified above, is entered into by and between Altimmune, Inc., a Delaware corporation (the Company), and the Participant specified above, pursuant to the Altimmune, Inc. 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the Plan), which is administered by the Committee; and

Master Lease (September 22nd, 2017)

THIS MASTER LEASE (this "Lease") is made as of July 21, 2000 (the "Effective Date"), by and between COUNTRY STORES PROPERTY III, LLC, a Delaware limited liability company ("Lessor"), whose address is c/o U.S. Realty Advisors, LLC, 1370 Avenue of the Americas, New York, New York 10019, and CRACKER BARREL OLD COUNTRY STORE, INC., a Tennessee corporation ("Lessee"), whose address is P.O. Box 787, 305 Hartmann Drive, Lebanon, Tennessee 37088-0787.

Master Lease (September 22nd, 2017)

THIS MASTER LEASE (this "Lease") is made as of July 21, 2000 (the "Effective Date"), by and between COUNTRY STORES PROPERTY I, LLC, a Delaware limited liability company ("Lessor"), whose address is c/o U.S. Realty Advisors, LLC, 1370 Avenue of the Americas, New York, New York 10019, and CRACKER BARREL OLD COUNTRY STORE, INC., a Tennessee corporation ("Lessee"), whose address is P.O. Box 787, 305 Hartmann Drive, Lebanon, Tennessee 37088-0787.

Master Lease (September 22nd, 2017)

THIS MASTER LEASE (this "Lease") is made as of July 21, 2000 (the "Effective Date"), by and between COUNTRY STORES PROPERTY II, LLC, a Delaware limited liability company ("Lessor"), whose address is c/o U.S. Realty Advisors, LLC, 1370 Avenue of the Americas, New York, New York 10019, and CRACKER BARREL OLD COUNTRY STORE, INC., a Tennessee corporation ("Lessee"), whose address is P.O. Box 787, 305 Hartmann Drive, Lebanon, Tennessee 37088-0787.

Table of Contents (September 18th, 2017)

Henry Schein, Inc. a Delaware corporation (the Company), agrees with NYL Investors LLC (as successor in interest to New York Life Investment Management LLC), a Delaware limited liability company (New York Life) and each New York Life Affiliate (as defined herein) which becomes bound by this Agreement as provided herein (each, a Purchaser and, collectively, the Purchasers) as follows. Certain capitalized and other terms used in this Agreement are defined in Schedule A; references to a Schedule or an Exhibit are to a Schedule or an Exhibit attached to this Agreement unless otherwise specified, and references to any time of day are to New York City local time unless otherwise specified.

HENRY SCHEIN, INC. $50,000,000 3.42% Series 2017-A Senior Notes Due June 16, 2027 Master Note Facility AMENDED AND RESTATED MASTER NOTE PURCHASE AGREEMENT Dated September 15, 2017 (September 18th, 2017)

TO METROPOLITAN LIFE INSURANCE COMPANY (MLIC) AND METLIFE INVESTMENT ADVISORS COMPANY, LLC (MLIAC, and together with MLIC, MetLife)

HENRY SCHEIN, INC. $50,000,000 3.79% Series 2010-A Senior Notes Due September 2, 2020 $50,000,000 3.45% Series 2012-A Senior Notes Due January 20, 2024 $50,000,000 3.00% Series 2012-B Senior Notes Due December 24, 2024 $50,000,000 3.19% Series 2014-A Senior Notes Due June 2, 2021 $50,000,000 3.42% Series 2017-A Senior Notes Due June 16, 2027 Private Shelf Facility AMENDED AND RESTATED PRIVATE SHELF AGREEMENT Dated September 15, 2017 (September 18th, 2017)

amount of $50,000,000 (the Original Series 2012-B Notes), (d) the Company issued and sold to the Series 2014-A Purchasers, and the Series 2014-A Purchasers purchased from the Company, the Companys 3.19% Series 2014-A Senior Notes due June 2, 2021, in the original aggregate principal amount of $50,000,000 (the Original Series 2014-A Notes), and (e) the Company issued and sold to the Series 2017-A Purchasers, and the Series 2017-A Purchasers purchased from the Company, the Companys 3.42% Series 2017-A Senior Notes due June 16, 2027, in the original aggregate principal amount of $50,000,000 (the Original Series 2017-A Notes and, together with the Original Series 2010-A Notes, the Original Series 2012-A Notes, the Original Series 2012-B Notes and the Original Series 2014-A Notes, collectively, the Original Notes).

Workhorse Group Inc. – Underwriting Agreement (September 14th, 2017)

Cowen and Company, LLC as Representative of the several Underwriters named in Schedule I hereto c/o Cowen and Company, LLC