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AMENDMENT NO 4.
TO THE
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
AMERICAN REAL ESTATE HOLDINGS LIMITED
PARTNERSHIP
THIS
AMENDMENT NO 4. (the “Amendment”) to the Amended
and Restated Agreement of Limited Partnership of American Real
Estate Holdings Limited Partnership (the
“Partnership”) dated as of May 21, 1987 (the
“Partnership Agreement”) is made and entered into
as of September 17, 2007. Capitalized terms used in this
Amendment that are not otherwise herein defined are used as
defined in the Partnership Agreement.
WHEREAS,
the Board of Directors of the General Partner met and approved
the name change of the Partnership to Icahn Enterprises
Holdings L.P. on August 8, 2007;
WHEREAS,
Section 12.01(a) of the Partnership Agreement provides that
the General Partner may, without consent or approval at any
time of any Limited Partner, amend any provision of the
Partnership Agreement to reflect a change in the name of the
Partnership; and
WHEREAS,
Section 12.01(f)(i) of the Partnership Agreement provides that
the General Partner may, without consent or approval at any
time of any Limited Partner, amend any provision of the
Partnership Agreement to reflect a change that is of an
inconsequential nature and does not adversely affect the
Record Holders in any material respect.
NOW
THEREFORE, in consideration of the mutual covenants and
agreements of the parties herein contained and other good and
valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as
follows:
1.
Amendme
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