Amendment No. 1 dated May 5, 2022 to the Management Agreement, dated as of October 1, 2020, by and among Icahn Enterprises, Icahn Capital LP, Brett Icahn, Isthmus LLC, Icahn Partners LP, and Icahn Partners Master Fund LP
AMENDMENT NO. 1 TO MANAGER AGREEMENT
Amendment No. 1 dated as of May 5, 2022 (this “Amendment”) to the Manager Agreement dated as of October 1, 2020 (the “Agreement”), 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”). Unless otherwise defined herein a capitalized term used herein shall have the meaning attributed to it in the Agreement.
RECITALS:
The Funds currently include two separately tracked investment portfolios, the Mesa Portfolio and the River Portfolio, the activities of which are currently, and will continue to be, conducted pursuant to the Agreement. Isthmus currently is, and will continue to be, eligible to make and hold investments in the Mesa Portfolio and the River Portfolio through the Co-Investment Portfolio.
The parties now wish to provide for the Funds to include two additional separately tracked investment portfolios to be known as the “Mesa 2.0 Portfolio” and the “River 2.0 Portfolio”, the activities of which would be conducted outside of the Agreement. Isthmus would not be eligible to make or hold investments in the Mesa 2.0 Portfolio or the River 2.0 Portfolio through the Co-Investment Portfolio or otherwise.
NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, desiring to be legally bound, hereby agree as follows:
1
2
Except as specifically provided for herein, the Agreement shall remain in full force and effect and none of the provisions described in this Amendment are intended to alter Employee’s employment status with the Employer for any purpose.
3
IN WITNESS WHEREOF, undersigned have executed this Amendment as of May 5, 2022.
EMPLOYEE _____________________________ Brett Icahn | | ISTHMUS LLC By: _____________________________ Name: Brett Icahn Title: Sole Member |
| | |
| | |
| | |
EMPLOYER ICAHN ENTERPRISES L.P. By: Icahn Enterprises G.P. Inc., its general partner By: _____________________________ Name: Ted Papapostolou Title: Chief Financial Officer ICAHN CAPITAL LP By: IPH GP LLC, its general partner By: _____________________________ Name: Jesse Lynn Title: Chief Operating Officer | | EXISTING FUNDS ICAHN PARTNERS LP By: Icahn Onshore LP, its general partner By: _____________________________ Name: Jesse Lynn Title: Chief Operating Officer ICAHN PARTNERS MASTER FUND LP By: Icahn Offshore LP, its general partner By: _____________________________ Name: Jesse Lynn Title: Chief Operating Officer |
[Signature Page to Amendment No. 1 to Manager Agreement]
4