ICAHN ENTERPRISES L.P.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

| (Mark
One) | |
| --- | --- |
| ý | ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934 |

For the fiscal year ended December 31, 2006

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _ to __

Commission file number 1-9516

AMERICAN REAL ESTATE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware	13-3398766
(State
or Other Jurisdiction of Incorporation
or Organization)	(IRS
Employer Identification
No.)

767 Fifth Avenue, Suite 4700

New York, New York 10153

(Address of principal executive office) (Zip Code)

(212) 702-4300

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

| Title
of Each Class | Name
of Each Exchange on Which Registered |
| --- | --- |
| Depositary
Units Representing Limited Partner Interests 5%
Cumulative Pay-in-Kind Redeemable Preferred Units Representing
Limited Partner Interests | New
York Stock Exchange New
York Stock Exchange |

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act from their obligations under those Securities. Yes ¨ No ý

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated file, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer ¨ Accelerated Filer ý Non-accelerated Filer ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

The aggregate market value of depositary units held by nonaffiliates of the registrant as of June 30, 2006, the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing price of depositary units on the New York Stock Exchange Composite Tape on such date was $253,019,078.

The number of depositary and preferred units outstanding as of the close of business on March 1, 2007 was 61,856,830 and 11,340,243, respectively.

EXPLANATORY NOTE

American Real Estate Partners, L.P., or AREP, is filing this Amendment No. 1 to Form 10−K for the fiscal year ended December 31, 2006 (“Amendment No. 1”), to include Exhibits 23.1, 23.2, 23.3, 23.4 and 99.1 within Part IV, Item 15 of our Annual Report on Form 10−K, filed with the Securities and Exchange Commission on March 6, 2007.

Pursuant to Rule 3−09 of Regulation S−X, a registrant is required to file separate financial statements for certain significant equity method investments. We have determined that our investment in ImClone Systems Incorporated, or ImClone, meets certain “significance” tests pursuant to Rule 3−09 of Regulation S−X. Accordingly, we are filing this Amendment No. 1 to include as Exhibit 99.1 the financial statements of ImClone as of December 31, 2006 and 2005 and for the years ended December 31, 2006, 2005 and 2004 and the related Report of Independent Registered Public Accounting Firm and as Exhibit 23.2 the consent of KPMG LLP, the independent registered public accounting firm for ImClone. The financial statements of ImClone were audited in accordance with the standards of the Public Company Accounting Oversight Board (United States).

We are also including in this Amendment No. 1 the consent of Grant Thornton LLP as Exhibit 23.1 and the consents of KPMG LLP as Exhibits 23.3 and 23.4.

Except as described above, no other changes have been made to our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, as initially filed with the SEC on March 6, 2007, and except as described above, this Form 10-K/A does not amend, update or change the financial statements or any other items or disclosures in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)(1) Financial Statements:

The following financial statements of American Real Estate Partners, L.P. are included in Part II, Item 8:

| Reports
of Independent Registered Public Accounting Firms * |
| --- |
| Consolidated
Balance Sheets — December 31, 2006 and 2005 * |
| Consolidated
Statements of Operations — Years ended December 31, 2006, 2005 and 2004
* |
| Consolidated
Statements of Changes in Partners’ Equity and Comprehensive Income (Loss)
— Years ended December 31, 2006, 2005 and 2004 * |
| Consolidated
Statements of Cash Flows — Years ended December 31, 2006, 2005 and 2004 * |
| Notes
to Consolidated Financial Statements * |
| *
Previously filed on March 6, 2007 |

(a)(2) Financial Statement Schedules:

All other financial statement schedules have been omitted because the required financial information is not applicable or the information is shown in the financial statements or notes thereto.

(a)(3) Exhibits:

The list of exhibits required by Item 601 of Regulation S-K and filed as part of this report is set forth in the Exhibit Index.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| By: | American
Property Investors, Inc., its |
| --- | --- |
| | General
Partner |
| By: | /s/
Keith A. Meister |
| Date:
March 16, 2007 | Keith
A. Meister, Principal
Executive Officer and Vice
Chairman of the Board |

EXHIBIT INDEX

| 3.1 | Certificate
of Limited Partnership of American Real Estate Partners, L.P. (“AREP”)
dated February 17, 1987 (incorporated by reference to Exhibit No.
3.1 to
AREP’s Form 10-Q for the quarter ended March 31, 2004 (SEC File No.
1-9516), filed on May 10, 2004). |
| --- | --- |
| 3.2 | Amended
and Restated Agreement of Limited Partnership of AREP, dated May
12, 1987
(incorporated by reference to Exhibit No. 3.2 to AREP’s Form 10-Q for the
quarter ended March 31, 2004 (SEC File No. 1-9516), filed on May
10,
2004). |
| 3.3 | Amendment
No. 4 to the Amended and Restated Agreement of Limited Partnership
of
AREP, dated June 29, 2005 (incorporated by reference to Exhibit
No. 3.1 to
AREP’s Form 10-Q for the quarter ended March 31, 2005 (SEC File No.
1-9516), filed on June 30, 2005). |
| 3.4 | Amendment
No. 3 to the Amended and Restated Agreement of Limited Partnership
of
AREP, dated May 9, 2002 (incorporated by reference to Exhibit 3.8
to
AREP’s Form 10-K for the year ended December 31, 2002 (SEC File No.
1-9516), filed on March 31, 2003). |
| 3.5 | Amendment
No. 2 to the Amended and Restated Agreement of Limited Partnership
of
AREP, dated August 16, 1996 (incorporated by reference to Exhibit
10.1 to
AREP’s Form 8-K (SEC File No. 1-9516),
filed on August 16, 1996). |
| 3.6 | Amendment
No. 1 to the Amended and Restated Agreement of Limited Partnership
of
AREP, dated February 22, 1995 (incorporated by reference to Exhibit
3.3 to
AREP’s Form 10-K for the year ended December 31, 1994 (SEC File No.
1-9516), filed on March 31, 1995). |
| 3.7 | Certificate
of Limited Partnership of American Real Estate Holdings Limited
Partnership (“AREH”), dated February 17, 1987, as amended pursuant
to First Amendment thereto, dated March 10, 1987 (incorporated
by
reference to Exhibit 3.5 to AREP’s Form 10-Q for the quarter ended March
31, 2004 (SEC File No. 1-9516), filed on May 10, 2004). |
| 3.8 | Amended
and Restated Agreement of Limited Partnership of AREH, dated as
of July 1,
1987 (incorporated by reference to Exhibit 3.5 to AREP’s Form 10-Q for the
quarter ended March 31, 2004 (SEC File No. 1-9516), filed on May
10,
2004). |
| 3.9 | Amendment
No. 3 to the Amended and Restated Agreement of Limited Partnership
of AREH
dated June 29, 2005 (incorporated by reference to Exhibit No. 3.2
to
AREP’s Form 10-Q for the quarter ended March 31, 2005 (SEC File No.
1-9516), filed on June 30, 2005). |
| 3.10 | Amendment
No. 2 to the Amended and Restated Agreement of Limited Partnership
of
AREH, dated June 14, 2002 (incorporated by reference to Exhibit
3.9 to
AREP’s Form 10-K for the year ended December 31, 2002 (SEC File No.
1-9516), filed on March 31, 2003). |
| 3.11 | Amendment
No. 1 to the Amended and Restated Agreement of Limited Partnership
of
AREH, dated August 16, 1996 (incorporated by reference to Exhibit
10.2 to
AREP’s Form 8-K (SEC File No.
1-9516), filed on August 16, 1996). |
| 4.1 | Depositary
Agreement among AREP, American Property Investors, Inc. and Registrar
and
Transfer Company, dated as of July 1, 1987 (incorporated by reference
to
Exhibit 4.1 to AREP’s Form 10-Q for the quarter ended March 31, 2004 (SEC
File No. 1-9516), filed on May 10, 2004). |
| 4.2 | Amendment
No. 1 to the Depositary Agreement dated as of February 22, 1995
(incorporated by reference to Exhibit 4.2 to AREP’s Form 10-K for the year
ended December 31, 1994 (SEC File No.
1-9516), filed on March 31, 1995). |

| 4.3 | Form
of Transfer Application (incorporated by reference to Exhibit 4.4
to
AREP’s Form 10-K for the year ended December 31, 2004 (SEC File No.
1-9516), filed on March 16, 2005). |
| --- | --- |
| 4.4 | Specimen
Depositary Receipt (incorporated by reference to Exhibit 4.3 to
AREP’s
Form 10-K for the year ended December 31, 2004 (SEC File No. 1-9516),
filed on March 16, 2005). |
| 4.5 | Specimen
Certificate representing preferred units (incorporated by reference
to
Exhibit No. 4.9 to AREP’s Form S-3 (SEC File No. 33-54767), filed on
February 22, 1995). |
| 4.6 | Registration
Rights Agreement between AREP and X LP (now known as High Coast
Limited
Partnership) (incorporated by reference to Exhibit 10.2 to AREP’s Form
10-K for the year ended December 31, 2004 (SEC File No. 1-9516),
filed on
March 16, 2005). |
| 4.7 | Registration
Rights Agreement, dated June 30, 2005 between AREP and Highcrest
Investors
Corp., Amos Corp., Cyprus, LLC and Gascon Partners (incorporated
by
reference to Exhibit 10.6 to AREP’s Form 10-Q (SEC File No. 1-9516), filed
on August 9, 2005). |
| 10.1 | Indenture,
dated as of January 29, 2004, among American Casino & Entertainment
Properties LLC (“ACEP”), American Casino & Entertainment Properties
Finance Corp., (“ACEP Finance”), the guarantors from time to time party
thereto and Wilmington Trust Company, as Trustee (the “Trustee”),
(incorporated by reference to Exhibit 4.1 to ACEP’s Form S-4 (SEC File No.
333-118149), filed on August 12, 2004). |
| 10.2 | Form
of ACEP and ACEP Finance 7.85% Note (incorporated by reference
to Exhibit
4.10 to AREP’s Form 10-Q for the quarter ended June 30, 2004 (SEC File No.
1-9516), filed on August 9, 2004). |
| 10.3 | Amended
and Restated Agency Agreement (incorporated by reference to Exhibit
10.12
to AREP’s Form 10-K for the year ended December 31, 1994 (SEC File No.
1-9516), filed on March 31, 1995). |
| 10.4 | Service
Mark License Agreement, by and between Becker Gaming, Inc. and
Arizona
Charlie’s, Inc., dated as of August 1, 2000 (incorporated by reference
to
ACEP’s Form 10-K (SEC File No. 333-118149), filed on March 16,
2005). |
| 10.5 | Purchase
Agreement, dated January 21, 2005, by and among AREP, as Purchaser,
and
Cyprus, LLC as Seller (incorporated by reference to Exhibit 99.4
to AREP’s
Form 8-K (SEC File No. 1-9516) filed on January 27,
2005). |
| 10.6 | Amendment
No. 1, dated as of May 23, 2005, to the Purchase Agreement, dated
January
21, 2005, by and among AREP, as Purchaser, and Cyprus, LLC as seller
(incorporated by reference to Exhibit 99.1 to Form 8-K (SEC File
No.
1-9516) filed on May 27, 2005). |
| 10.7 | Indenture,
dated as of February 7, 2005, among AREP, AREP Finance and AREH,
as
Guarantor, and Wilmington Trust Company, as Trustee (incorporated
by
reference to Exhibit 4.9 to AREP’s Form 8-K (SEC File No. 1-9516), filed
on February 10, 2005). |
| 10.8 | Form
of AREP and AREP Finance 7 1/8% Senior Note due 2013 (incorporated
by
reference to Exhibit 4.10 to AREP’s Form 8-K (SEC File No. 1-9516), filed
on February 10, 2005). |
| 10.9 | Indenture,
dated as of May 12, 2004, among AREP, AREP Finance, AREH, as guarantor
and
Wilmington Trust Company, as Trustee (incorporated by reference
to Exhibit
4.1 to AREP’s Form S-4 (SEC File No. 333-118021), filed on August 6,
2004). |

| 10.10 | Form
of 8 1/8% Senior Note due 2012 (incorporated by reference to Exhibit
4.1
to AREP’s Form S-4 (SEC File No. 333-118021), filed on August 6,
2004). |
| --- | --- |
| 10.11 | Credit
Agreement, dated as of December 20, 2005, with Citicorp USA, Inc.,
as
Administrative Agent, Bear Stearns Corporate Lending Inc., as Syndication
Agent, and other lender parties thereto. (incorporated by reference
to
Exhibit 10.1 to AREP’s Form 8-K (SEC File No. 1-9516), filed on December
22, 2005). |
| 10.12 | Security
Agreement, dated as of December 20, 2005, from the Guarantors referred
to
therein to Citicorp USA, Inc., as Administrative Agent. (incorporated
by
reference to Exhibit 10.2 to AREP’s Form 8-K (SEC File No. 1-9516), filed
on December 22, 2005). |
| 10.13 | Guaranty,
dated as of December 20, 2005, from the guarantors named therein
and the
Additional Guarantors referred to therein in favor of the Guaranteed
Parties referred to therein. (incorporated by reference to Exhibit
10.3 to
AREP’s Form 8-K (SEC File No. 1-9516), filed on December 22,
2005). |
| 10.14 | Amended
and Restated Credit Agreement, dated as of December 20, 2005, among
NEG
Operating LLC, as the Borrower, AREP Oil & Gas LLC (now known as NEG
Oil & Gas), as the Lender, AREP Oil & Gas LLC, as Administrative
Agent for the Lender, and Citicorp USA, Inc., as Collateral Agent
for the
Lender and the Hedging Counterparties. (incorporated by reference
to
Exhibit 10.4 to AREP’s Form 8-K (SEC File No. 1-9516), filed on December
22, 2005). |
| 10.15 | Equity
Commitment Agreement, dated June 23, 2005, by and among WS Textile
Co.,
Inc., Textile Holding Real Estate Holdings Limited Partnership
and Aretex
LLC (incorporated by reference to Exhibit 10.2 to AREP’s Form 8-K (SEC
File No. 1-9516), filed on July 1, 2005). |
| 10.16 | Rights
Offering Sponsor Agreement, dated June 23, 2005, by and between
WS Textile
Co., Inc. and AREH (incorporated by reference to Exhibit 10.3 to
AREP’s
Form 8-K (SEC File No. 1-9516), filed on July 1, 2005). |
| 10.17 | Option
Grant Agreement, dated June 29, 2005, between AREP and Keith A.
Meister
(incorporated by reference to Exhibit 10.1 to AREP’s Form 8-K (SEC File
No. 1-9516), filed on July 6, 2005). |
| 10.18 | Agreement
and Plan of Merger dated December 7, 2005, by and among American
Real
Estate Partners Oil & Gas LLC, National Energy Group, Inc., NEG IPOCO,
Inc. (now known as NEG, Inc.), a corporation wholly owned by AREH
(as
thereafter defined), and, solely for purposes of Sections 3.2,
3.3 and
4.16 of the Agreement, AREH (incorporated by reference to Exhibit
10.1 to
AREP’s Form 8-K (SEC File No. 001-09516), filed on December 7,
2005). |
| 10.19 | Undertaking,
dated November 20, 1998, by Starfire Holding Corporation, for the
benefit
of AREP and its subsidiaries (incorporated by reference to Exhibit
10.42
to Form 10-K for the year ended December 31, 2005 (SEC File No.
1-9516),
filed on March 16, 2006). |
| 10.20 | Amended
and Restated Credit Agreement, dated as of May 9, 2006, among American
Casino & Entertainment Properties LLC, Bear Stearns Corporate Lending
Inc., as Administrative Agent, Wells Fargo Bank, as Syndication
Agent, CIT
Services Corporation and Comerica West Incorporated as Co- Documentation
Agents, and other lender parties thereto (incorporated by reference
to
Exhibit 10.1 to American Real Estate Partners, L.P.’s Form 8-K (SEC File
No. 1-9156), filed on May 17, 2006). |
| 10.21 | Pledge
and Security Agreement, dated as of May 26, 2004, by and among
ACEP, ACEP
Finance, certain subsidiaries of ACEP and Bear Sterns Corporate
Lending
Inc. (incorporated by reference to Exhibit 10.2 to ACEP’s Form S-4 (SEC
File No. 333-118149), filed on August 12, 2004). |
| 10.22 | Reaffirmation
Agreement, dated as of May 9, 2006, among the Grantors thereto
and Bear
Sterns Corporate Lending Inc., as Administrative Agent (incorporated
by
reference to Exhibit 10.2 to American Real Estate Partners, L.P.’s Form
8-K (SEC File No. 1-9156), filed on May 17,
2006). |

| 10.23 | First
Modification to Deed of Trust, Assignment of Rents and Leases,
Security
Agreement and Fixture Filing made by Stratosphere Corporation,
as Trustor,
to Lawyers Title of Nevada, as Trustee, for the benefit of Wilmington
Trust Company, in its capacity as Indenture Trustee, for the benefit
of
the Secured Parties, as Beneficiary, dated as of May 9, 2006 (incorporated
by reference to Exhibit 10.3 to American Real Estate Partners,
L.P.’s Form
8-K (SEC File No. 1-9156), filed on May 17, 2006). |
| --- | --- |
| 10.24 | First
Modification to Deed of Trust, Assignment of Rents and Leases,
Security
Agreement and Fixture Filing made by Stratosphere Corporation,
as Trustor,
to Lawyers Title of Nevada, as Trustee, for the benefit of Bear
Sterns
Corporate Lending Inc., in its capacity as Administrative Agent,
for the
benefit of the Secured Parties, as Beneficiary, dated as of May
9, 2006
(incorporated by reference to Exhibit 10.4 to American Real Estate
Partners, L.P.’s Form 8-K (SEC File No. 1-9156), filed on May 17,
2006). |
| 10.25 | First
Modification to Deed of Trust, Assignment of Rents and Leases,
Security
Agreement and Fixture Filing made by Stratosphere Land Corporation,
as
Trustor, to Lawyers Title of Nevada, as Trustee, for the benefit
of Bear
Sterns Corporate Lending Inc., in its capacity as Administrative
Agent,
for the benefit of the Secured Parties, as Beneficiary, dated as
of May 9,
2006 (incorporated by reference to Exhibit 10.5 to American Real
Estate
Partners, L.P.’s Form 8-K (SEC File No. 1-9156), filed on May 17,
2006). |
| 10.26 | First
Modification to Deed of Trust, Assignment of Rents and Leases,
Security
Agreement and Fixture Filing made by Fresca, LLC, as Trustor, to
Lawyers
Title of Nevada, as Trustee, for the benefit of Bear Sterns Corporate
Lending Inc., in its capacity as Administrative Agent, for the
benefit of
the Secured Parties, as Beneficiary, dated as of May 9, 2006 (incorporated
by reference to Exhibit 10.6 to American Real Estate Partners,
L.P.’s Form
8-K (SEC File No. 1-9156), filed on May 17, 2006). |
| 10.27 | First
Modification to Deed of Trust, Assignment of Rents and Leases,
Security
Agreement and Fixture Filing made by Arizona Charlie’s, LLC, as Trustor,
to Lawyers Title of Nevada, as Trustee, for the benefit of Bear
Sterns
Corporate Lending Inc., in its capacity as Administrative Agent,
for the
benefit of the Secured Parties, as Beneficiary, dated as of May
9, 2006
(incorporated by reference to Exhibit 10.7 to American Real Estate
Partners, L.P.’s Form 8-K (SEC File No. 1-9156), filed on May 17,
2006). |
| 10.28 | Loan
and Security Agreement, dated as of June 16, 2006, among WestPoint
Home,
Inc., as the Borrower, the Lenders from time to time party thereto,
and
Bank of America, N.A., as the Administrative Agent (incorporated
by
reference to Exhibit 10.1 to American Real Estate Partners, L.P.’s Form
8-K (SEC File No. 1-9156), filed on June 22, 2006). |
| 10.29 | Credit
Agreement, dated as of August 21, 2006, among American Real Estate
Partners, L.P. and American Real Estate Finance Corp. as the Borrowers,
certain subsidiaries of the Borrowers from time to time party thereto,
as
Guarantors, the several lenders from time to time party thereto,
and Bear
Stearns Corporate Lending Inc., as Administrative Agent (incorporated
by
reference to Exhibit 10.1 to Form 8-K (SEC File No. 1-9516), filed
on
August 25, 2006). |
| 10.30 | Pledge
and Security Agreement, dated as of August 21, 2006, among AREP
Home
Fashion Holdings LLC, American Casino & Entertainment LLC, AREP New
Jersey Land Holdings LLC, AREP Oil & Gas Holdings LLC and AREP Real
Estate Holdings LLC, collectively as the AREH Subsidiary Guarantors,
and
Bear Stearns Corporate Lending Inc., as Collateral Agent (incorporated
by
reference to Exhibit 10.2 to Form 8-K (SEC File No. 1-9516), filed
on
August 25, 2006). |
| 10.31 | Exclusivity
Agreement and Letter of Intent, dated September 7, 2006, by and
among
American Real Estate Partners, L.P., American Real Estate Holdings
Limited
Partnership and Riata Energy, Inc. (incorporated by reference to
Exhibit
10.1 to Form 8-K (SEC File No. 1-9516), filed on September 8,
2006). |

| 10.32 | Acquisition
Agreement, dated September 3, 2006, by and among Pinnacle Entertainment,
Inc., Atlantic Coast Entertainment Holdings, Inc., ACE Gaming LLC,
American Real Estate Holdings Limited Partnership, AREP Boardwalk
Properties LLC, PSW Properties LLC, AREH MLK LLC and Mitre Associates
LLC
(incorporated by reference to Exhibit 10.1 to Form 8-K(SEC File
No.
1-9516), filed on September 8, 2006). |
| --- | --- |
| 10.33 | Stockholders
Agreement, dated as of September 3, 2006, among Pinnacle Entertainment,
Inc., American Real Estate Holdings Limited Partnership and AREP
Sands
Holding, LLC (incorporated by reference to Exhibit 10.2 to Form
8-K (SEC
File No. 1-9516), filed on September 8, 2006). |
| 10.34 | Agreement,
dated as of October 25, 2006 by and among National Energy Group,
Inc., NEG
Oil & Gas LLC, NEG, Inc. and American Real Estate Holdings Limited
Partnership (incorporated by reference to Exhibit 10.1 to Form
8-K (SEC
File No. 1-9516), filed on October 31, 2006). |
| 10.35 | Purchase
and Sale Agreement, dated November 21, 2006, by and among American
Real
Estate Partners, L.P., American Real Estate Holdings Limited Partnership,
AREP Oil & Gas Holdings LLC, AREP O & G Holdings LLC, NEG Oil
& Gas LLC and SandRidge Holdings, Inc. and solely for purposes of
Article V, Article XII, Section 9.5 and Section 10.2, Riata Energy,
Inc.
(incorporated by reference to Exhibit 10.1 to Form 8-K (SEC File
No.
1-9516), filed on November 28, 2006). |
| 10.36 | Shareholders
Agreement, dated November 21, 2006, among Riata Energy, Inc. and
Certain
Shareholders of Riata Energy, Inc. (incorporated by reference to
Exhibit
10.2 to Form 8-K (SEC File No. 1-9516), filed on November 28,
2006). |
| 10.37 | Interest
Transfer Agreement, dated as of November 24, 2006, among Highcrest
Investors Corp., Meadow Star Partner LLC, AREP O&G Holdings LLC and
AREH Oil & Gas Corp. (incorporated by reference to Exhibit 10.1 to
Form 8-K (SEC File No. 1-9516), filed on November 30,
2006). |
| 10.38 | Agreement
of Limited Partnership of Rome Acquisition Limited Partnership,
effective
as of November 15, 2006, among WH Rome Partners LLC and Meadow
Star LLC
(incorporated by reference to Exhibit 10.2 to Form 8-K (SEC File
No.
1-9516), filed on November 30, 2006). |
| 10.39 | Subscription
and Standby Commitment Agreement, dated as of December 7, 2006,
by and
among WestPoint International, Inc. and American Real Estate Holdings
Limited Partnership (incorporated by reference to Exhibit 10.1
to Form 8-K
(SEC File No. 1-9516), filed on December 8, 2006). |
| 10.40 | Employment
Agreement, dated December 1, 2006, between American Real Estate
Holdings
Limited Partnership and Peter Shea (incorporated by reference to
Exhibit
10.1 to Form 8-K (SEC File No. 1-9516), filed on December 28,
2006). |
| 12.1 | Ratio
of earnings to fixed charges. (incorporated by reference to Exhibit
12.1
to AREP’s Form 10-K (SEC File No. 1-9516), filed on March 6,
2007). |
| 14.1 | Code
of Business Conduct and Ethics (incorporated by reference to Exhibit
99.2
to AREP’s Form 10-Q for the quarter ended September 30, 2004 (SEC File
No.
1-9516), filed on November 9, 2004). |
| 21 | Subsidiaries
of the Registrant. (incorporated by reference to Exhibit 21 to
AREP’s Form
10-K (SEC File No. 1-9516), filed on March 6, 2007). |
| 23.1 | Consent
of Grant Thornton LLP. |
| 23.2 | Consent
of KPMG LLP. |

| 23.3 | Consent
of KPMG LLP. |
| --- | --- |
| 23.4 | Consent
of KPMG LLP. |
| 31.1 | Certification
of Principal Executive Officer pursuant to Section 302(a) of the
Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification
of Principal Financial Officer pursuant to Section 302(a) of the
Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification
of Principal Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |
| 32.2 | Certification
of Principal Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |
| 99.1 | Consolidated
Financial Statements of ImClone Systems Incorporated for the year
ended
December 31, 2006. |

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