Exhibit 10.1
DISTRIBUTION REINVESTMENT PLAN
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.
1. The
effective date of the Plan shall be January 1,
1988.
2. As agent
for participants (the “Participants”) in the Plan,
Registrar and Transfer Company (the “Agent”) will
receive all distributions paid after the effective date of the Plan
in respect of Units and Depositary Units held by each Participant
and in respect of any Depositary Units acquired under the Plan. The
Agent will apply such funds, after deducting applicable service
charges specified in Paragraph 8 below, as follows:
Commencing with
the distribution for the first full calendar quarter after the
effective date of the Plan, all distributions in respect of the
Depositary Units and Units of the Participants will be paid over to
the Agent, which will purchase additional Depositary Units, to the
extent available at a price deemed reasonable by the Agent, for the
Participants’ accounts from securities broker-dealers to whom
it will pay commissions.
Purchases
hereunder may be made on any securities exchange on which such
Depositary Units are traded, in the over-the-counter market, or in
negotiated transactions, and shall be made at prices competitive
with prevailing market prices and on such other terms as the Agent
may determine.
3. Limited
Partners may become Participants in the Plan at any time commencing
with the effective date of the Plan by completing the appropriate
authorization form available from the Agent or the General Partner.
Only Limited Partners may become Participants in the Plan, not
Non-Consenting Investors or Subsequent Transferees.
4. In making
purchases for the Participants’ accounts, the Agent may
commingle the funds of any Participant with those of other
Participants. The price at which Depositary Units shall be deemed
to have been acquired for a Participant’s account shall be
the market price (including such Participant’s allocable
portion of the aggregate brokerage commissions and all costs of
purchasing except the service charge specified in Paragraph 8
below) of all Depositary Units purchased for the Participants in
the Plan with the proceeds of a single distribution. Such
distributions shall be invested by the Agent promptly following the
payment date with respect thereto, and in no event later than
30 days from such receipt. However, under certain
circumstances, observance of the rules and regulations of the
Securities and Exchange Commission may require temporary suspension
of such purchases or may require that purchases be spread over a
period of more than 30 days, in which event such purchases
will be made or resumed as or when permitted by such rules and
regulations. The Agent may rely and act upon an opinion of counsel
in this respect, and in such event will not be accountable for such
inability
to make all purchases prior to
the end of such 30-day period. To the extent the Agent is unable to
make purchases in accordance with the terms of this paragraph,
distributions received by the Agent on behalf of the Participants
will be distributed by the Agent to the Participants. The Agent
will hold the Depositary Units of all Participants together in the
name of its nominee.
Neither the
Partnership nor the Agent shall have any responsibility or
liability as to the value of the Depositary Units or any change in
the value of the Depositary Units acquired for the
Participant’s account.
5. Pending
investment, funds shall be held in a non-interest bearing account
maintained by the Agent in a bank having capital and surplus of not
less than $100,000,000. The bank account shall be specifically
designated as being for the benefit of the Reinvestment Plan and
disbursements shall be permitted from such account only for
purchases of Depositary Units or to make distributions to
Participants if required pursuant to the terms of Paragraph 4
hereof.
6. The Agent
will distribute to Participants proxy solicitation material
received by it from the Partnership which is attributable to
Depositary Units held in the Plan. The Agent will vote a
