REGISTRATION RIGHTS AGREEMENT Dated as of January 17, 2007 by and among AMERICAN REAL ESTATE PARTNERS, L.P., AMERICAN REAL ESTATE FINANCE CORP., AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP and JEFFERIES & COMPANY, INC.Registration Rights Agreement • January 19th, 2007 • American Real Estate Partners L P • Operators of nonresidential buildings • New York
This Agreement is made pursuant to the Amended and Restated Purchase Agreement, dated January 10, 2007 (the “Purchase Agreement”), by and among AREP, AREP Finance, the Guarantor, as Guarantor, and the Initial Purchaser. In order to induce the Initial Purchaser to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchaser set forth in Section 8(i) of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Indenture, dated as of February 7, 2005, among the Company and Wilmington Trust Company, as trustee, relating to the Offered Securities and the Exchange Securities (the “Indenture”).
