EXHIBIT 3.9
AMENDMENT NO. 2
TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF AMERICAN REAL ESTATE HOLDINGS, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
Amendment No. 2 (the, 'Amendment') dated June 14, 2002 to the Amended and
Restated Agreement of Limited Partnership (the 'Partnership Agreement') of
American Real Estate Holdings, L.P. (the 'Partnership'), dated as of August 16,
1996, by and among American Property Investors, Inc., a Delaware corporation, as
general partner (the 'General Partner'), American Real Estate Partners, L.P., as
limited partner ('AREP') and all other persons and entities who are or shall in
the future become limited partners (the 'Limited Partners') of the Partnership.
Except as otherwise indicated, all capitalized terms used herein have the
meaning ascribed to such terms in the Partnership Agreement.
WITNESSETH:
WHEREAS, the Partnership desires to amend the Partnership Agreement to
include the applicability of the New Jersey Casino Control Act;
NOW, THEREFORE, the parties hereby agree as follows:
1. The Partnership Agreement is hereby amended to add the following
Section 16.16;
'14.15. New Jersey Casino Control Act
a. This Agreement will be deemed to include all provisions required
by the New Jersey Casino Control Act and the regulations thereunder and
to the extent that anything contained in this Agreement is inconsistent
with the Casino Control Act, the provisions of the Casino Control Act
shall govern. All provisions of the Casino Control Act, to the extent
required by law, to be included in this Agreement, or incorporated herein
by references are fully restated in this Agreement.
b. If the continued holding of a Partnership Interest by any Partner
will disqualify the Partnership to continue as the owner and operator of
a casino license in the State of New Jersey under the provisions of the
Casino Control Act, such Partner shall enter into such escrow, trust of
similar arrangement as may be required by the New Jersey Commission under
the circumstances. It is the intent of this Section to set forth
procedures to permit the Partnership to continue, on an uninterrupted
basis, as the owner and operator of a casino license under the provisions
of the Casino Control Act.
c. (i) All transfer (as defined by the Casino Control Act) of
securities (as defined by the Casino Control Act) or other interest in
the Partnership shall be subject to the right of prior approval by the
Commission; and (ii) the Partnership shall have the absolute right to
repurchase at the market price or purchase price, which ever is the
lesser, any security, share or other interest in the Partnership in the
event that the Commission disapproves a transfer in accordance with the
provisions of the Casino Control Act.'
2. Except as expressly amended hereby, all other provisions of the
Partnership Agreement shall continue in full force and effect.
3. This Amendment shall become effective as of the date hereof upon its
execution by all parties hereto.
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IN WITNESS WHEREOF, the undersigned have evidenced their adoption and
ratification of the foregoing Amendment to the Partnership Agreement and have
duly executed this Amendment or have caused this Amendment to be duly executed
on their behalf, as of the 14th day of June, 2002.
General Partner
AMERICAN PROPERTY INVESTORS INC.
By: /s/ XXXX X. XXXXXXXXXX
..................................
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
Limited Partners
AMERICAN REAL ESTATE PARTNERS, L.P.
By: AMERICAN PROPERTY INVESTORS, INC.,
General Partner
By: /s/ XXXX X. XXXXXXXXXX
..................................
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
[Signature Page to Amendment No. 2 of the Amended and Restated Agreement of
Limited Partnership of American Real Estate Holdings, L.P.]
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