0000950123-05-003242 Sample Contracts

DISTRIBUTION REINVESTMENT PLAN
Distribution Reinvestment Plan • March 16th, 2005 • American Real Estate Partners L P • Operators of nonresidential buildings

American Real Estate Partners, L.P. (the “Partnership”), a Delaware limited partnership, governed under the Agreement of Limited Partnership of the Partnership, dated as of April 29, 1987 (the “Partnership Agreement”), by and among American property Investors, Inc., a Delaware corporation, as general partner (the “General Partner”), Julia DeSantis, as organizational limited partner, and the limited partners of the Partnership (the “Limited Partners”), has adopted a Distribution Reinvestment Plan (the “Plan”), the terms and conditions of which follow. Any term used herein which is defined in the Partnership Agreement shall have the same meaning herein as therein, unless otherwise defined or unless the context otherwise indicates.

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AMERICAN REAL ESTATE PARTNERS, L.P. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 16th, 2005 • American Real Estate Partners L P • Operators of nonresidential buildings • New York

This REGISTRATION RIGHTS AGREEMENT is made as of the ___day of ___, 1995 by and between AMERICAN REAL ESTATE PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), and X LP, a Delaware limited Partnership (“X LP”).

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