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AMENDMENT NO. 3
TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP
(A DELAWARE LIMITED PARTNERSHIP)
AMENDMENT NO. 3
(“Amendment No. 3”) to the Amended and Restated
Limited Partnership Agreement of American Real Estate Holdings
Limited Partnership, dated as of June 29, 2005, by and among
American Property Investors, Inc., a Delaware corporation, as
general partner (the “General Partner”), and American
Real Estate Partners, L.P., as limited partner of the Partnership,
and all other persons and entities who are or shall in the future
become, limited partners (the “Limited Partners”).
Except as otherwise indicated, all capitalized terms used herein
have the meaning ascribed to them in the Partnership
Agreement.
WHEREAS, the
Partnership desires to amend certain sections of its amended and
restated Partnership Agreement;
NOW, THEREFORE,
the parties hereby agree as follows:
1. Section 3.01
of the Partnership Agreement is hereby amended and restated in its
entirety to read as follows:
3.01. Purposes
and Business . The purposes of and the nature of the business
to be conducted by the Partnership shall be to engage, directly or
indirectly, in any business or activity that is approved by the
General Partner which lawfully may be conducted by a limited
partnership organized pursuant to the Delaware Act. The General
Partner has no obligation or duty to the Partnership or any Limited
Partner to propose or approve, and in its discretion may decline to
propose or approve, the conduct by the Partnership of any
business.
2. Section 5.03
of the Partnership Agreement is hereby amende
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