**EXHIBIT10.15****UNDERTAKING**     UNDERTAKING entered into this 20th day of November, 1998, by STARFIRE HOLDING CORPORATION, aDelaware corporation (the “Indemnitor”), for the benefit ofAMERICAN REAL ESTATE PARTNERS, L.P., aDelaware limited partnership (“AREP”) and its subsidiaries (collectively with AREP, the“Indemnitees” and each of such Indemnitees individually, an “Indemnitee”).     WHEREAS, Leyton LLC, a Delaware limited liability company (the “Purchaser”), a companyaffiliated with Mr. Carl C. Icahn, has commenced a tender offer (the “Offer”) for depositary units(“Units”) representing limited partner interests in AREP pursuant to an Offer to Purchase datedNovember 20, 1998 (the “Offer to Purchase”);     WHEREAS, entities directly or indirectly owned by Carl C. Icahn that are under common controlor members of a controlled group, in each case within the meaning of Section 4001 of the EmployeeRetirement Income Security Act of 1974, as amended (“ERISA”) and Section 414 of the InternalRevenue Code of 1986, as amended (the “Code”) and the rules and regulations promulgated thereunder(the “Controlled Group”), are subject to liability under ERISA and the Code with respect tocertain pension plan minimum funding and termination liabilities (such minimum funding andtermination liabilities, as more fully described in Section 10 of the Offer to Purchase entitled“Information Concerning the Purchaser and Certain Affiliates of the Purchaser; Pension LiabilityConsiderations,” the “Pension Liabilities”);     WHEREAS, the Indemnitor is an indirect beneficial owner of interests in the Purchaser;     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, the Indemnitor hereby undertakes andagrees as follows:     1. DefinedTerms. Unless otherwise defined herein, each capitalized term used herein shallhave the meaning attributed to it below:    “EffectiveDate” shall mean that date, ifany, on which the Purchaser acquirespursuant to the Offer a number of Units such that the Partnership is deemed underERISA or the Code to be a member of the Controlled Group.    “Entity” shall mean any partnership, limited liability company, joint venture,corporation, trust or other business entity or vehicle.    “Losses” shall mean any and all losses, costs, damages, fees or expenses(including, without limitation, reasonable attorneys fees and disbursements)arising from Pension Liabilities imposed upon any Indemnitee as a result of suchperson being deemed, under ERISA or the Code, to a member of the Controlled Group.
 

 
     “Net Worth” shall mean, as to any Entity, the amount by which its total assetsexceed its total liabilities, all as determined on a consolidated basis inaccordance with generally accepted accounting principles applicable in the UnitedStates of America.     “TerminationDate” shall mean that date, ifany, on which the Indemnitees areno longer subject to any: (x) Pension Liability; or (y) any contingency that couldresult in the imposition of any Losses upon an Indemnitee.     2. Indemnity. The Indemnitor agrees that from the Effective Date and through theTermination Date, at its sole cost and expense, it will indemnify and defend and hold harmless,each Indemnitee, from any and all Losses imposed on any Indemnitee or its assets.     3. Net Worth. Any Indemnitor that is an Entity agrees that from the Effective Date andthrough the Termination Date, the Indemnitor will not make any distributions to its stockholdersor other owners that would reduce its Net Worth to less than $250 million.     4. Delegation. Any Indemnitor may delegate its duties and obligations under thisUndertaking to Mr. Icahn, or to an Entity affiliated with Mr. Icahn, so long as Mr. Icahn orsuch Entity agrees to assume and fully perform all of the obligations of the Indemnitor hereunder(the “Assumed Obligations”). Any such delegation may be made without the consent of any Indemnitee.     In the case of any such delegation to any Entity, the Entity to which such delegation is madeshall have a Net Worth in an amount greater than the lesser of: (i) $250 million, or (ii) the NetWorth of the delegating Indemnitor at the time of such delegation.     5. Release. Following any delegation in accordance with the terms of this Section4 of this Undertaking: (i) the delegating Indemnitor shall be, and shall be deemed to be,released fromall of its duties and obligations hereunder and shall have no liability to any Indemnitee inrespect ofthis Undertaking, and all of the same shall, for all purposes be deemed to have been includedin theAssumed Obligations; and (ii) thereafter the person or Entity assuming such duties andobligationsshall be deemed for all purposes to be the “Indemnitor” (and no other person or Entity shallbedeemed to be the Indemnitor for any purpose) until such time, if any, of a subsequentdelegationpursuant hereto.     6. Effect; Termination. Notwithstanding the other provisions hereof, the dutiesand obligations of the Indemnitor hereunder will: (i) be effective and enforceable only fromtheEffective Date, if any, and (ii) terminate on the Termination Date, if any.     7. Enforcement. Each Indemnitee shall be an express third party beneficiary ofthis Undertaking and shall be entitled to enforce the same as if it were a party hereto.
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     8.Waiver; Amendment. The provisions of this Undertaking may be changed, waived,discharged or terminated only by an instrument in writing signed by the Indemnitor and AREP.     9. Governing Law. This Undertaking shall in all respects be governed by, andconstrued and enforced in accordance with, the laws of the State of New York.     IN WITNESS WHEREOF, the Indemnitor has caused this Undertaking to be executed as of the datefirst written above.      INDEMNITOR: