EX-4.3



 


Exhibit 4.3






Depositary Receipt for Limited Partner Interest in

American Real Estate Partners, L.P.

(A Limited Partnership Under the laws of Delaware)

This Receipt is transferable in New York, New York



A TRANSFEREE OF THE DEPOSITARY UNITS EVIDENCED HEREBY WILL NOT BE RECOGNIZED BY THE DEPOSITARY OR
THE PARTNERSHIP UNLESS AND UNTIL THE TRANSFEREE SUBMITS THE TRANSFER APPLICATION CONTAINED ON THE
REVERSE SIDE HEREOF.



SEE REVERSE FOR CERTAIN DEFINITIONS.



Depositary receipt for limited partner interest in American Real Estate Partners, L.P. (A Limited
Partnership under the laws of Delaware). This Receipt is transferable in New York, New York.



1. Registrar and Transfer Company, organized under the laws of the State of New York, hereby
certifies that ___is the registered owner of ___
Depositary Units which are units of interest in American Real Estate Partners, L.P. (“AREP”), a
limited partnership established under the Delaware Revised Uniform Limited Partnership Act. The
Depositary Units correspond to units of interest in AREP (“AREP Units”) that have been deposited
under the Depositary Agreement hereinafter identified. The Limited Partnership Agreement under
which AREP was organized and is existing, copies of which are on file at the Depositary’s corporate
office in New York, New York, sets forth the rights, preferences and limitations of AREP Units and
Depositary Units.



2. Receipts, Depositary Agreement. Depositary Receipts (“Receipts”), of which this Receipt is one,
are issued upon the terms and conditions set forth in a Depositary Agreement, dated as of July 1,
1987, as it may be amended from time to time in accordance with its terms (the “Depositary
Agreement”), between and among AREP, the Depositary, American Property Investors, Inc., (“API”), a
Delaware corporation, as general partner of AREP (the “General Partner”) and as attorney-in-fact of
limited partners in AREP and all holders from time to time of Receipts issued under the Depositary
Agreement. The Depositary Agreement, copies of which are on file at the Depositary’s corporate
office in New York, sets forth the rights of holders of Receipts, each of whom becomes a party to
the Depositary Agreement by acceptance of a Receipt, and the rights and duties of the Depositary in
respect of the Depositary Units and all other property and cash from time to time held under the
Depositary Agreement. The statements made on the face and the reverse of this Receipt are
summaries of certain provisions of the Depositary Agreement and are subject to the detailed
provisions thereof, to which reference is hereby made.



3. Transfers, Split-Ups, Combinations. This Receipt is transferable on the books of the Depositary
upon surrender of this Receipt by the holder hereof, in person or by duly authorized attorney, so
the Depositary at its corporate offices in New York, New York, or at such other office or offices
as the Depositary may designate, properly endorsed or accompanied by an instrument of transfer
properly executed by the transferor and accompanied by a Transfer


 









 






Application properly executed by the transferee, and upon such transfer the Depositary shall,
directly or through an agent, issue and deliver a Receipt to or upon the order of the Person
entitled thereto; provided however, a transferee will only be admitted as a Submitted Limited
Partner of the Partnership in accordance with the provisions of Section 11.02 of the Agreement of
Limited Partnership of AREP (the “Partnership Agreement”). This Receipt may be split into other
Receipts, or combined with other Receipts into one Receipt, evidencing the same aggregate number of
Depositary Units as the Receipt or Receipts surrendered, except that the Receipt shall be issued
representing a fraction of a Depositary Unit.



4. Conditions to Signing and Delivery, Transfer, Etc. of Receipt. Before the execution and
delivery, transfer, split-up, combination, surrender or exchange of this Receipt, the Depositary
may require (a) payment of a sum sufficient for reimbursement of any tax or other governmental
charge with respect thereto (including any such tax or charge with respect to AREP withheld or
withdrawn), (b) production of proof satisfactory to it as to the identity and genuineness of any
signature or endorsement or as to the due authorization of the action, (c) proof of such
information and execution of such documents by the transferor and/or the transferee as it may deem
necessary and (d) compliance with such other conditions as may be imposed under applicable laws and
regulations.



5. Suspensions of Delivery, Transfer, Etc. The deposit of AREP Units, the delivery of this Receipt
against Depositary Units of the transfer, surrender or exchange of this Receipt may be suspended
during any period when the Register of Record Holders is closed or at any time and from time to
time because of any requirement of law, any governmental body or commission, or any securities
exchange upon which Depositary Units may be listed, or when suspension is otherwise deemed
necessary or advisable by the Depositary, AREP or the General Partner or under any provision of the
Depositary Agreement or the Partnership Agreement.



6. Effect of Acceptance and Transfer of Receipts. By acceptance of this Receipt, the person to
whom it is delivered or the transferee thereof becomes a party to the Depositary Agreement and is
deemed to be bound by the terms and conditions of the Depositary Agreement and the Receipt. By
transfer of this Receipt, the transferor hereby gives the transferee the right to submit a Transfer
Application and request to become a Substituted Limited Partner in AREP.



7. Status of Record Holder. Upon delivery of this Receipt by the Depositary in the name of a
transferee, the Record Holder, pending his admission as a Substituted Limited Partner in AREP, has
the rights of an assignee under the Delaware Revised Uniform Limited Partnership Act.



8. Requirement of Execution. The holder of this Receipt shall not be entitled to any benefits
under the Depositary Agreement and this Receipt shall not be valid or obligatory for any purpose
unless this Receipt has been executed by and on behalf of the Depositary by the manual signature of
a duly authorized employee or the manual signature of a duly authorized employee of the Registrar.




 









 








	 	 	 	 	 
	Dated:

	 	 	 	Registrar and Transfer Company
	

	 	 	 	Depositary, Transfer Agent
	

	 	 	 	and Registrar
	

	 	By:	 	 





FURTHER CONDITIONS AND AGREEMENTS FORMING PART OF THIS RECEIPT APPEAR ON THE REVERSE SIDE




FURTHER CONDITIONS AND AGREEMENTS FORMING

PART OF THIS RECEIPT



9. Surrender of Receipts and Withdrawal of Units. Upon surrender of this Receipt to the
Depositary at its corporate office in New York, New York, or at such other office or offices as it
may designate, and subject to the provisions of the Depositary Agreement, the Record Holder of this
Receipt, who is a Limited Partner in AREP, is entitled to delivery to him of an AREP Certificate
evidencing the AREP Units corresponding to the Depositary Units evidenced by this Receipt.



10. Payment of Taxes or Other Governmental Charges. If any tax or other governmental charge
becomes payable with respect to this Receipt or with respect to Depositary Units evidenced by this
Receipt, such tax (including transfer taxes, if any) or governmental charge shall be payable by the
Record Holder of this Receipt. Transfer of this Receipt or any withdrawal of AREP Units
corresponding to the Depositary Units evidenced by this Receipt may be refused until such payment
is made and any distribution may be withheld and be applied to payment of such tax or other
governmental charge with the holder of this Receipt remaining liable for any deficiency.



11. Warranties by Depositor. Every Person depositing AREP Units under the Depositary Agreement
shall be deemed thereby to represent and warrant that such Person is or is duly authorized to be
acting for a Limited Partner as defined in the Depositary Agreement.



12. Amendment. Any provision of the Depositary Agreement, including the form of Receipt, may
at any time and from time to time be amended in any respect by mutual agreement of AREP and the
Depositary, so long as such amendment does not impair the right of a Record Holder who is a Limited
Partner to surrender a Depositary Unit and withdraw from deposit any of the Depositary Units
evidenced thereby or to redeposit Units previously withdrawn from deposit and receive a Receipt
evidencing such redeposited Units. Any amendment of the Depositary Agreement that imposes any fee,
tax or charge (other than fees and charges provided for in the Depositary Agreement) upon, or
otherwise adversely affects the rights of Record Holders shall not be effective until the
expiration of 30 days after notice of the amendment has been given to the Record Holders. Every
Record Holder at the time any amendment of the Depositary Agreement becomes effective shall be
deemed, by continuing to hold a Receipt evidencing Depositary Units, to consent and agree to the
amendment and to be bound by the Depositary Agreement as amended thereby.




 









 







13. Charges of Depositary. AREP will pay all charges of the Depositary, except for (a) taxes
and other governmental charges, (b) AREP Units redeposit fees and (c) such telegram, telex,
delivery and other charges as are expressly provided in the Depositary Agreement to be at the
expense of Persons depositing or withdrawing AREP Units or holders of Receipts.



14. Title to Receipts. This Receipt (and the Depositary Units evidenced by this Receipt), when
properly endorsed or accompanied by an instrument of transfer properly executed by the transferor
and accompanied by a Transfer Application properly executed by a transferee, is transferable in
accordance with the laws governing transfers of Investment securities, provided however, that it is
a condition of this Receipt, and every successive holder hereof by accepting transfer or holding
this Receipt consents and agrees, that until this Receipt is transferred on the books of the
Depositary, the Depositary and AREP may, notwithstanding any notice to the contrary and
notwithstanding any notation of other writing on this Receipt, treat the Record Holder hereof at
such time as the absolute owner hereof for all purposes.



15. Distributions. Whenever the Depositary receives from AREP any cash distributable to
Record Holders of Depositary Units, the Depositary will, subject to the provisions of the
Depositary Agreement, make such distribution to the Record Holders of Receipts on the record date
fixed by AREP for purposes of such distribution in proportion to the number of Depositary Units
represented by their Receipts, provided however, that the amounts distributed may be reduced by any
amount required to be withheld by AREP or the Depositary on account of taxes.



16. Reports. The Depositary will make available for inspection by Record Holders of Receipts
at its corporate office in New York, New York, and at such other office or offices as it may deem
advisable, any report, financial statement, or communication received from AREP that is both (a)
received by the Depositary in its capacity as the depositary of AREP Units and (b) made generally
available to the Record Holders of AREP Units or Depositary Units. The Depositary will also send
to Record Holders of Receipts copies of reports, financial statements and communications to the
extent provided in the Depositary Agreement, when furnished by AREP.



17. Transfer Books. The Depositary will keep books for the transfer of Receipts which, during
normal business hours, will be open for inspection by the Record Holders of Receipts upon
demonstration of a valid business purpose for such inspection.



18. Immunities of Depositary and AREP. Neither the Depositary nor API (a) assumes any
obligation or shall be subject to any liability under the Depositary Agreement to holders of
Receipts other than that each of them agrees to use its best judgment and good faith in the
performance of such duties as are specifically set forth in the Depositary Agreement, or (b) will
be under any obligation to appear in, prosecute or define any action, suit or other proceeding in
respect of AREP Units, AREP Certificates, Depositary Units or Receipts that in its opinion may
involve it in expense or liability, unless Indemnity satisfactory to it against all expense and
liability be furnished, as often as may be required, or (c) will be liable for any action or
nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any
Person presenting AREP Units for deposit, any holder of a Receipt, or any other Person believed by
it in good faith to be competent to give such advise or information. The Depositary and API may
rely and shall be protected in acting upon any written notice request; direction or


 









 






other document reasonably believed by it to be genuine and to have been signed or presented by the
proper Person or Persons.



19. Indemnification. The Depositary will indemnify AREP against and hold it harmless from any
liability that may arise out of acts performed or omitted by the Depositary or its agents due to
fraud, gross negligence, or willful or criminal misconduct. AREP will indemnify the Depositary
against and hold it harmless from any liability that may arise out of acts performed or omitted (a)
by the Depositary of any of its agents, except for any liability arising out of fraud, gross
negligence, or willful, intentional or criminal misconduct or (b) by AREP or any of its agents,
including the costs and expenses of defending itself against any claim of liability reasonably
incurred in connection therewith.



20. Resignation and Removal of Depositary. The Depositary may at any time (a) resign upon 60
days’ written notice of its election to do so delivered to AREP, such resignation to take effect
upon the appointment of a successor depositary and its acceptance of such appointment or (b) be
removed by AREP upon 60 days’ written notice effective upon the appointment of a successor
depositary and its acceptance of such appointment all as provided in the Depositary Agreement.



21. Termination of Depositary Agreement. Whenever directed by AREP, the Depositary will
terminate the Depositary Agreement by mailing notice of termination to the Record Holders of all
Receipts then outstanding at least 60 days before the date fixed for termination in such notice.
Upon termination of the Depositary Agreement, AREP shall be discharged from all obligations
thereunder, except for the obligations to the Depositary with respect to indemnification, charges
and expenses. If any receipts remain outstanding after the date of termination, the Depositary
thereafter will discontinue all functions and be discharged from all obligations with respect
thereto except as specifically provided in the Depositary Agreement.



22. Governing Law. The Depositary Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware.



23. Defined Terms. Any term not expressly defined herein shall have the definition given in
there Depositary Agreement.




ABBREVIATIONS



The following abbreviations, when used in this inscription on the face of this Receipt, shall be
construed as though they were written out in full according to applicable laws or regulations:




	 	 	 
	TEN COM — as tenants in common

	UNIF GIFT MIN ACT — . . . .	 Custodian . . . .
	TEN ENT — as tenants by the entities

	 	(Cust) (Minor)
	JT TEN — as joint tenants with right

	 	under Uniform Gifts to
	of survivorship and not as tenants in

	 	Minors Act
	common

	 	(State)






 









 






Additional abbreviations may also be used, though not in the above list.




ASSIGNMENT



FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto













Please insert Social Security or other identifying number of Assignee








Please print or typewrite name and address of Assignee



the within Receipt and all rights and interests represented thereby, and irrevocably constitutes and appoints



	 	 	 
	


	 	, attorney,








to transfer the same on the books of the within named Depositary, with full power of substitution in the premises.


	 	 	 
	Dated

	 	







	 	 	 
	Signature

	 	







	 	 	 
	Signature Guaranteed

	 	






     Note: The signature to any endorsement hereon must correspond with the name as
written upon the face of the Receipt, in every particular, without alteration or enlargement or any
change whatever. If the endorsement is executed by an attorney, executor, administrator, trustee
or guardian, the person executing the endorsement must give his full title in such capacity, and
proper evidence or authority to act in such capacity. If not on file with the Depositary, must be
forwarded with this Receipt. The signature must be guaranteed by an authorized employee of a bank,
trust company or member or a national securities exchange.



     No assignment of the Depositary Units evidenced by a Depositary Receipt will be registered on
the books of Registrar and Transfer Company (the “Depositary”) or of American Real Estate Partners,
L.P. (the “Partnership”) unless an Application for Transfer of Depositary Units has been executed
and delivered by an assignee. An assignor of Depositary Units shall have no duty to an assignee
with respect to the requirement of delivery of an executed Transfer Application in order for an
assignee to obtain registration of transfer of the Depositary Units.



APPLICATION FOR TRANSFER OF DEPOSITARY UNITS




     The undersigned (the “Applicant”) hereby applies for transfer to the name of the Applicant of
the Depositary Units evidenced by a Depositary Receipt.



     The Applicant (i) agrees to be bound by the terms and conditions of the Depositary Agreement
(the “Depositary Agreement”) among the Partnership, the Depositary and American Property Investors,
Inc. (the “General Partner”) and the Depositary Receipt, (ii) requests admission as a Substituted
Limited Partner in the Partnership and agrees to comply with and be bound by and hereby executes
the Agreement of Limited Partnership of the partnership, as amended and restated to the date hereof
(the “Partnership Agreement”), and the Depositary Agreement, (iii) represents and warrants that the
Applicant has all right, power and authority necessary to enter into the Depositary Agreement and
the Partnership Agreement, (iv) appoints the General Partner the Applicant’s attorney to execute,
swear to, acknowledge and file any document, including the Partnership Agreement, an amendment of
the Partnership Agreement or the Certificate of Limited Partnership of the Partnership, necessary
or appropriate for the Applicant’s admission as a Substituted Limited Partner in the Partnership
Agreement (v) makes



 









 




the powers of attorney provided for in the Partnership Agreement and set forth below and (vi)
makes the waivers and gives the approvals contained in the Partnership and the Depositary
Agreement.




     The Applicant hereby constitutes and appoints the General Partner of the Partnership (and any
successor by merger, assignment, election or otherwise) and each of the General Partner’s
authorized officers and attorneys-in-fact, with full power of substitution as the Applicant’s true
and lawful agent and attorney-in-fact, with full power and authority in the Applicant’s name, place
and stead and for the Applicant’s use or benefit to make, execute, verify, consent to, swear to,
acknowledge, make oath as to, publish, deliver, file and/or record in the appropriate public
offices, (i) all certificates and other instruments, including, at the option of the General
Partner, the Partnership Agreement and the Certificate of Limited Partnership of the partnership
and all amendments and restatements thereof, that the General Partner deems appropriate or
necessary to qualify, or continue the qualification of, the Partnership as a limited partnership
(or a partnership in which the Applicant has limited liability) in the State of Delaware and all
jurisdictions in which the partnership may or may intend to conduct business or own property; (ii)
all other certificates, instruments and documents as may be requested by, or may be appropriate
under the laws of any state or other jurisdiction in which the Partnership may or may intend to
conduct business or own property; (iii) all instruments that the General Partner deems appropriate
or necessary to reflect any amendment, change or modification of this Agreement in accordance with
the terms hereof, (iv) all conveyances and other instruments or documents that the General Partner
deems appropriate or necessary to effectuate or reflect the dissolution, termination and
liquidation of the Partnership pursuant to the terms of the Partnership Agreement; (v) any and all
financing statements, continuation statements, mortgages or other documents necessary to grant to
or perfect for secured creditors of the Partnership, including the General Partner and affiliates,
a security interest, mortgage, pledge or lien on all or any of the Partnership assets; (vi) all
instruments or papers required to continue the business of the Partnership pursuant to Article XIII
of the Partnership Agreement; (vii) all Instruments (including the Partnership Agreement and the
Certificate of Limited Partnership and amendments and restatements thereof) relating to the
admission of any partner pursuant to Article XI of the Partnership Agreement and (viii) all other
instruments as the attorneys-in-fact or any one of them may deem necessary or advisable to carry
out fully the provisions of the Partnership Agreement in accordance with its terms.
The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an
interest, and it shall survive and not be affected by the subsequent death, incompetence,
disability, incapacity, dissolution, bankruptcy or termination of the Applicant and the transfer of
all or any portion of the Applicant’s interests in the Partnership and shall extend to the
Applicant’s heirs, successors, assigns and personal representatives.




	 	 	 
	Date

	 	







	 	 	 
	Signature of Applicant

	 	







	 	 	 
	Signature of Joint Applicant (if any)

	 	







	 	 	 
	Social Security or other taxpayer identification number of Applicant

	 	







	 	 	 
	Residence Address

	 	






 









 








	 	 	 	 	 
	

	City
	 	State
	 	Zip Code






Purchase price (including commissions, if any)    





Type of Entity (Check one):



	 	 	 	 	 
	
 Individual
	 	
 Partnership
	 	
 Corporation
	
 Trust
	 	
 Tax Exempt
	 	
 Other (specify)





If the Applicant is a broker, dealer, bank, trust company, clearing corporation, other nominee
holder or an agent of any of the foregoing, and is holding for the account of any other person,
this application should be completed by an officer thereof, or, in the case of a broker or dealer,
by a registered representative who is a member of a registered national securities exchange or a
member of the National Association of Securities Dealers, Inc., or, in the case of any other
nominee holder, a person performing a similar function. If the Applicant is a broker, dealer,
bank, trust company, clearing corporation, other nominee holder or an agent of any of the
foregoing, the above certification as to any person for whom the Applicant will hold the Depositary
Unit Shall be made to the best of the Applicant’s knowledge.