FW: Updated Icahn Partners LP Offering Documents - No Action Required

 

 

 

Dear Jeff,
Attached please find a revised Icahn Partners LP PPM and Limited Partnership Agreement as well as an updated version of the additional subscription form dated January 2008.  Please note no action is required.  We are circulating both clean and blacklined versions of the revised documents for your reference.

On a go forward basis, the current 2.5% management fee will be replaced with a 2.5% special profits allocation effective January 1, 2008.  The calculation of the amount of the allocation will not change.  However, the management fee is currently withdrawn on a quarterly basis in advance, whereas the allocation will now be withdrawn annually on December 31^st, assuming the Fund is profitable.  If the Fund's profits are not sufficient to make the 2.5% allocation, the excess allocation will be carried forward.  For administrative purposes, Icahn Capital LP will replace Icahn Capital Management LP.

Please contact Rupal Doshi (212.702.4378) or Dana Witkin (212.702.4371) with any questions.

Happy Holidays.

Icahn Capital Management LP
767 Fifth Avenue, 47th Floor
New York, NY 10153
P: 212-702-4300
F: 347-649-2027
E: icahnmanagement@icahnmgmt.com
 
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Mr. Darren Indyke