CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF LIMITED PARTNERSHIP
OF
AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP
It is hereby certified that:
FIRST : The name of the limited partnership is American Real Estate Holdings Limited Partnership.
SECOND : Pursuant to provisions of Section 17-202, Title 6, Delaware Code, Article FIRST of the Certificate of Limited Partnership is hereby amended to read, in its entirety, as follows:
| | FIRST : | The name of the limited partnership is: |
ICAHN ENTERPRISES HOLDINGS L.P.
THIRD: Pursuant to the provisions of Section 17-202, Title 6, Delaware Code, Article THIRD of the Certificate of Limited Partnership is hereby amended to reflect the name change of sole general partner from American Property Investors, Inc. to Icahn Enterprises G.P. Inc. so that, as amended, Item 3 will read as follows:
ICAHN ENTERPRISES G.P. INC.
767 Fifth Avenue, Suite 4700
New York, NY 10153
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment, this 17th day of September, 2007.
| | | |
| | ICAHN ENTERPRISES G.P. INC. its General Partner |
| | |
| | By: | /s/ Keith A. Meister |
| | Name: Keith A. Meister Title: Principal Executive Officer |
