Issuers AndAmerican Real Estate Finance Corp. • April 21st, 2006 • Operators of nonresidential buildings • New York
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • December 5th, 2007 • American Real Estate Finance Corp. • Operators of nonresidential buildings • New York
Icahn Enterprises L.P. (formerly American Real Estate Partners, L.P.), a Delaware limited partnership (“Icahn”) and Icahn Enterprises Finance Corp. (formerly American Real Estate Finance Corp.), a Delaware corporation (“Icahn Finance” and together with Icahn collectively, the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange its 7 1/8% Senior Notes due 2013 (the “New Notes”) for a like principal amount of its outstanding 7 1/8% Senior Notes due 2013 (the “Private Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus (the “Prospectus”) included in the Company’s registration statement on Form S-4 (File No. 333-143929) as amended (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”), and the Prospectus is proposed to be distributed to all record holders of the Private Notes. The Private Notes and the New Notes are collectively referred to in this Exchange Agent Agreement
