0001177659-02-000013 Sample Contracts

SUBORDINATED NOTE
Subordinated Note • September 27th, 2002 • American Real Estate Acquisition Corp • Non-operating establishments

This Note is one of a series of notes (“notes”) of the undersigned in an aggregate principal amount not to exceed twenty million dollars ($5,000,000), and is subject to a resolution of the Board of Director of the Undersigned (“Resolution”). Reference is hereby made to the Resolution for a description of the rights, limitations, obligations and immunities of the undersigned, and the holders of the notes.

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SUBSCRIPTION AGREEMENT – SUBORDINATED NOTES
Subscription Agreement • September 27th, 2002 • American Real Estate Acquisition Corp • Non-operating establishments

The Investor named below, by payment of the purchase price for such subordinated notes (“notes”), by delivery of a check payable to American Real Estate Acquisition Corporation, hereby subscribes for the purchase of the principal amount of notes indicated below of American Real Estate Acquisition Corporation, with a minimum denomination of $1,000. By such payment, the named Investor further acknowledges receipt of the prospectus and any Supplement and the Subscription Agreement, the terms of which govern the investment in the notes being subscribed for hereby.

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