Delaware
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13-3398766
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(State or Other Jurisdiction
of Incorporation or
Organization)
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(I.R.S. Employer
Identification
Number)
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Large Accelerated Filer o
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Accelerated Filer x
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Non-Accelerated Filer o
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Smaller Reporting Company o
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(Do not check if a smaller reporting company)
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Item 16.
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List of Exhibits.
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Exhibit No.
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Description
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4.1 |
Amended and Restated Agreement of Limited Partnership of Icahn Enterprises, dated May 12, 1987 (incorporated by reference to Exhibit 3.2 to Icahn Enterprises’ Form 10-Q for the quarter ended March 31, 2004 (SEC File No. 1-9516), filed on May 10, 2004).
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4.2 |
Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises, dated February 22, 1995 (incorporated by reference to Exhibit 3.3 to Icahn Enterprises’ Form 10-K for the year ended December 31, 1994 (SEC File No. 1-9516), filed on March 31, 1995).
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4.3 |
Amendment No. 2 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises, dated August 16, 1996 (incorporated by reference to Exhibit 10.1 to Icahn Enterprises’ Form 8-K SEC Filene. 1-9516), filed on August 16, 1996).
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4.4 |
Amendment No. 3 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises, dated May 9, 2002 (incorporated by reference to Exhibit 3.8 to Icahn Enterprises’ Form 10-K for the year ended December 31, 2002 (SEC File No. 1-9516), filed on March 31, 2003).
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4.5 |
Amendment No. 4 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises, dated June 29, 2005 (incorporated by reference to Exhibit 3.1 to Icahn Enterprises’ Form 10-Q for the quarter ended March 31, 2005 (SEC File No. 1-9516), filed on June 30, 2005).
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4.6 |
Amendment No. 5 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises, dated September 17, 2007 (incorporated by reference to Exhibit 99.1 to Icahn Enterprises’ Form 8-K (SEC File No. 1-9516), filed on December 21, 2007).
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4.7 |
Amendment No. 6 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises, dated December 17, 2007 (incorporated by reference to Exhibit 99.1 to Icahn Enterprises’ Form 8-K (SEC File No. 1-9516), filed on December 21, 2007).
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4.8 |
Amended and Restated Agreement of Limited Partnership of Icahn Enterprises Holdings, dated as of July 1, 1987 (incorporated by reference to Exhibit 3.5 to Icahn Enterprises’ Form 10-Q for the quarter ended March 31, 2004 (SEC File No. 1-9516), filed on May 10, 2004).
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4.9 |
Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises Holdings, dated August 16, 1996 (incorporated by reference to Exhibit 10.2 to Icahn Enterprises’ Form 8-K (SEC File No. 1-9516), filed on August 16, 1996).
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4.10 |
Amendment No. 2 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises Holdings, dated June 14, 2002 (incorporated by reference to Exhibit 3.9 to Icahn Enterprises’ Form 10-K for the year ended December 31, 2002 (SEC File No. 1-9516), filed on March 31, 2003).
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4.11 |
Amendment No. 3 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises Holdings, dated June 29, 2005 (incorporated by reference to Exhibit 3.2 to Icahn Enterprises’ Form 10-Q for the quarter ended March 31, 2005 (SEC File No. 1-9516), filed on June 30, 2005).
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4.12 |
Amendment No. 4 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises Holdings, dated September 17, 2007 (incorporated by reference to Exhibit 3.11 to Icahn Enterprises’ Form 10-K for the year ended December 31, 2007 (SEC File No. 1-9516), filed on March 17, 2008).
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4.13
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Depositary Agreement among Icahn Enterprises, Icahn Enterprises G.P. Inc. and Registrar and Transfer Company, dated as of July 1, 1987 (incorporated by reference to Exhibit 4.1 to Icahn Enterprises’ Form 10-Q for the quarter ended March 31, 2004 (SEC File No. 1-9516), filed on May 10, 2004).
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4.14
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Amendment No. 1 to the Depositary Agreement dated as of February 22, 1995 (incorporated by reference to Exhibit 4.2 to Icahn Enterprises’ Form 10-K for the year ended December 31, 1994 (SEC File No. 1-9516), filed on March 31, 1995).
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4.15
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Specimen Depositary Receipt (incorporated by reference to Exhibit 4.3 to Icahn Enterprises’ Form 10-K for the year ended December 31, 2004 (SEC File No. 1-9516), filed on March 16, 2005).
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4.16
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Form of Transfer Application (incorporated by reference to Exhibit 4.4 to Icahn Enterprises’ Form 10-K for the year ended December 31, 2004 (SEC File No. 1-9516), filed on March 16, 2005).
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4.17
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Form of Subscription Rights Certificate. **
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4.18
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Subscription Agent Agreement, dated as of November 30, 2011, by and between Icahn Enterprises L.P. and Registrar and Transfer Company. **
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5.1
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Opinion of Proskauer Rose LLP as to the validity of the securities registered hereunder. **
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8.1
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Opinion of Proskauer Rose LLP relating to tax matters. **
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15.1
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Acknowledgement of Grant Thornton LLP. *
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15.2
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Acknowledgement of Ernst & Young LLP. *
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23.1
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Consent of Grant Thornton LLP.*
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23.2
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Consent of Ernst & Young LLP. *
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23.3
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Consent of Proskauer Rose LLP (included in Exhibit 5.1). **
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24.1
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Powers of Attorney (included on the signature page to this Form S-3)*
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99.1
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Form of Instructions as to use of Icahn Enterprises L.P. Rights Certificates. **
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99.2
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Form of Letter to Unitholders who are Record Holders. **
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99.3
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Form of Letter to Nominee Holders Whose Clients Are Beneficial Holders. **
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99.4
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Form of Letter to Clients of Nominee Holders. **
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99.5
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Form of Beneficial Owner Election Form. **
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99.6
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Form of Nominee Holder Certification. **
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99.7
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Form of Notice of Guaranteed Delivery for Subscription Rights Certificates. **
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*
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Previously filed.
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**
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Filed herewith.
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ICAHN ENTERPRISES L.P.
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By: Icahn Enterprises G.P. Inc.,
its general partner
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/s/ Daniel A. Ninivaggi | |
Daniel A. Ninivaggi
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President
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/s/ Daniel A. Ninivaggi
Daniel A. Ninivaggi
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President
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December 9, 2011
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/s/ Dominick Ragone
Dominick Ragone |
Chief Financial Officer and
Principal Accounting Officer
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December 9, 2011
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*
Jack G. Wasserman |
Director
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December 9, 2011
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*
William A. Leidesdorf |
Director
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December 9, 2011
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*
James L. Nelson |
Director
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December 9, 2011
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*
Vincent J. Intrieri |
Director
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December 9, 2011
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*
Carl C. Icahn |
Chairman of the Board
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December 9, 2011
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* By: /s/ Daniel A. Ninivaggi
Daniel A. Ninivaggi, Attorney-in-fact
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Exhibit No.
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Description
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4.1 |
Amended and Restated Agreement of Limited Partnership of Icahn Enterprises, dated May 12, 1987 (incorporated by reference to Exhibit 3.2 to Icahn Enterprises’ Form 10-Q for the quarter ended March 31, 2004 (SEC File No. 1-9516), filed on May 10, 2004).
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4.2 |
Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises, dated February 22, 1995 (incorporated by reference to Exhibit 3.3 to Icahn Enterprises’ Form 10-K for the year ended December 31, 1994 (SEC File No. 1-9516), filed on March 31, 1995).
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4.3 |
Amendment No. 2 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises, dated August 16, 1996 (incorporated by reference to Exhibit 10.1 to Icahn Enterprises’ Form 8-K SEC Filene. 1-9516), filed on August 16, 1996).
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4.4 |
Amendment No. 3 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises, dated May 9, 2002 (incorporated by reference to Exhibit 3.8 to Icahn Enterprises’ Form 10-K for the year ended December 31, 2002 (SEC File No. 1-9516), filed on March 31, 2003).
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4.5 |
Amendment No. 4 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises, dated June 29, 2005 (incorporated by reference to Exhibit 3.1 to Icahn Enterprises’ Form 10-Q for the quarter ended March 31, 2005 (SEC File No. 1-9516), filed on June 30, 2005).
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4.6 |
Amendment No. 5 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises, dated September 17, 2007 (incorporated by reference to Exhibit 99.1 to Icahn Enterprises’ Form 8-K (SEC File No. 1-9516), filed on December 21, 2007).
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4.7 |
Amendment No. 6 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises, dated December 17, 2007 (incorporated by reference to Exhibit 99.1 to Icahn Enterprises’ Form 8-K (SEC File No. 1-9516), filed on December 21, 2007).
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4.8 |
Amended and Restated Agreement of Limited Partnership of Icahn Enterprises Holdings, dated as of July 1, 1987 (incorporated by reference to Exhibit 3.5 to Icahn Enterprises’ Form 10-Q for the quarter ended March 31, 2004 (SEC File No. 1-9516), filed on May 10, 2004).
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4.9 |
Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises Holdings, dated August 16, 1996 (incorporated by reference to Exhibit 10.2 to Icahn Enterprises’ Form 8-K (SEC File No. 1-9516), filed on August 16, 1996).
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4.10 |
Amendment No. 2 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises Holdings, dated June 14, 2002 (incorporated by reference to Exhibit 3.9 to Icahn Enterprises’ Form 10-K for the year ended December 31, 2002 (SEC File No. 1-9516), filed on March 31, 2003).
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4.11 |
Amendment No. 3 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises Holdings, dated June 29, 2005 (incorporated by reference to Exhibit 3.2 to Icahn Enterprises’ Form 10-Q for the quarter ended March 31, 2005 (SEC File No. 1-9516), filed on June 30, 2005).
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4.12 |
Amendment No. 4 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises Holdings, dated September 17, 2007 (incorporated by reference to Exhibit 3.11 to Icahn Enterprises’ Form 10-K for the year ended December 31, 2007 (SEC File No. 1-9516), filed on March 17, 2008).
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4.13
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Depositary Agreement among Icahn Enterprises, Icahn Enterprises G.P. Inc. and Registrar and Transfer Company, dated as of July 1, 1987 (incorporated by reference to Exhibit 4.1 to Icahn Enterprises’ Form 10-Q for the quarter ended March 31, 2004 (SEC File No. 1-9516), filed on May 10, 2004).
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4.14
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Amendment No. 1 to the Depositary Agreement dated as of February 22, 1995 (incorporated by reference to Exhibit 4.2 to Icahn Enterprises’ Form 10-K for the year ended December 31, 1994 (SEC File No. 1-9516), filed on March 31, 1995).
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4.15
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Specimen Depositary Receipt (incorporated by reference to Exhibit 4.3 to Icahn Enterprises’ Form 10-K for the year ended December 31, 2004 (SEC File No. 1-9516), filed on March 16, 2005).
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4.16
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Form of Transfer Application (incorporated by reference to Exhibit 4.4 to Icahn Enterprises’ Form 10-K for the year ended December 31, 2004 (SEC File No. 1-9516), filed on March 16, 2005).
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4.17
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Form of Subscription Rights Certificate. **
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4.18
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Subscription Agent Agreement, dated as of November 30, 2011, by and between Icahn Enterprises L.P. and Registrar and Transfer Company. **
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5.1
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Opinion of Proskauer Rose LLP as to the validity of the securities registered hereunder. **
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8.1
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Opinion of Proskauer Rose LLP relating to tax matters. **
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15.1
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Acknowledgement of Grant Thornton LLP. *
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15.2
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Acknowledgement of Ernst & Young LLP. *
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23.1
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Consent of Grant Thornton LLP.*
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23.2
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Consent of Ernst & Young LLP. *
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23.3
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Consent of Proskauer Rose LLP (included in Exhibit 5.1). **
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24.1
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Powers of Attorney (included on the signature page to this Form S-3)*
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99.1
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Form of Instructions as to use of Icahn Enterprises L.P. Rights Certificates. **
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99.2
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Form of Letter to Unitholders who are Record Holders. **
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99.3
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Form of Letter to Nominee Holders Whose Clients Are Beneficial Holders. **
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99.4
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Form of Letter to Clients of Nominee Holders. **
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99.5
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Form of Beneficial Owner Election Form. **
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99.6
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Form of Nominee Holder Certification. **
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99.7
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Form of Notice of Guaranteed Delivery for Subscription Rights Certificates. **
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*
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Previously filed.
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**
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Filed herewith.
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