Exhibit 3.4
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF LIMITED PARTNERSHIP
OF
AMERICAN REAL ESTATE PARTNERS, L.P.
It is hereby certified that:
FIRST: The name of the limited partnership (hereinafter called the
"Partnership") is American Real Estate Partners, L.P.
SECOND: Pursuant to provisions of Section 17-202, Title 6, Delaware
Code, the Certificate of Limited Partnership is hereby amended by adding the
following paragraph 4:
"4. 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 stated in this Agreement.
Any securities of the Partnership are held, subject to the
condition that if a holder thereof is found to be disqualified by the
Casino Control Commission pursuant to the provisions of the Casino
Control Act, such holder shall dispose of his interest in the
Partnership in accordance with the Casino Control Act."
The undersigned, a general partner of the Partnership, executed this
Certificate of Amendment on May 9, 2002.
AMERICAN PROPERTY INVESTORS, INC., its general
partner
By: /s/ Xxxx X. Xxxxxxxxxx
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Vice President
