EXHIBIT
14.1





AMERICAN
CASINO & ENTERTAINMENT PROPERTIES LLC


CODE
OF BUSINESS CONDUCT AND ETHICS





General Policy and
Procedures





This Code
of Business Conduct and Ethics (the “Code’’) applies to all employees, directors
and officers (each, an “Employee’’ and
collectively, the “Employees”), of
American Casino & Entertainment Properties, LLC, (‘ACEP’), its affiliates
and subsidiaries (collectively, the “Company”). The Code must be strictly
observed. Failure to do so could result in disciplinary action, up to and
including termination.





The
Company conducts its business as a good corporate citizen in an ethical manner
and complies with all laws, rules and regulations applicable to it or the
conduct of its businesses. This commitment and standard of conduct governs our
relationships with customers suppliers, holders of our securities, competitors,
and with each other as Employees at every organizational level.





The Code
is an expression of our core values and represents a framework for
decision-making. To this end, Employees are responsible for understanding the
Code and acting in accordance with it. The Code cannot and is not intended to
cover every applicable law, rule or regulation, or provide answers to all
questions that may arise; for that, we must ultimately rely on each Employee’s
good sense of what is right, including a sense of when it is proper to seek
guidance from others with respect to the appropriate course of conduct.
Questions regarding any law, rule, regulation, or principle discussed in this
Code which may govern business conduct, should be directed to your supervisor,
Human Resources Department, or to the Legal Department.





Confidential, Proprietary
Information





One of
the Company’s most valuable assets is its information. Employees should maintain
the confidentiality of information (whether or not it is considered proprietary)
entrusted to them by the Company. Examples of confidential information include
trade secrets, new product or marketing plans, customer lists, research and
development ideas, manufacturing processes, or acquisition or divestiture
prospects. It might also include information from our customers or others given
to the Company pursuant to all agreement restricting its use or
disclosure.





Employees
should take steps to safeguard confidential information by keeping such
information secure, limiting access to such information to those Employees who
have a “need to know” in order to do their job, and avoiding discussion of
confidential information in public areas, for example, in elevators, on planes,
and on mobile phones.





Employees
shall not use confidential information for personal advantage.





Confidential
information may be disclosed to others only when disclosure is authorized by the
Company or legally mandated. The obligation to preserve confidential information
is ongoing, even after termination of employment.





Conflicts of
Interests





A
conflict of interests occurs when an individual’s personal interest interferes
in any way—or even appears to interfere—with the interests of the Company as a
whole. A conflict situation can arise when an Employee takes actions or has
interests that may make it difficult to perform his or her Company work
objectively and effectively. Conflicts of interests also arise when an Employee,
or a member of his or her family, receives improper personal benefits as a
result of his or her position in the Company. Such conflicts of interests can
undermine our business judgment and our responsibility to the Company and
threaten the Company’s business and reputation. Potential and actual conflicts
of interests should be scrupulously avoided. Though it is not possible to list
every activity or situation that might raise such a conflict of interest issue,
the list below is included to help you recognize some of the more significant
ones:





Gifts. Receiving from, or
giving to, a supplier, customer or competitor, gifts, gratuities, special
allowances, discounts or other benefits not generally available.





Loans. Providing loans to, or
guarantees of obligations of, Employees or their family members. Such activity
will not be allowed without the prior written approval of the Audit Committee of
the Board of Directors. The Company will not extend, maintain or arrange for any
personal loan to or for any director or executive officer (or the equivalent
thereof).










All
potential and actual conflicts of interest or material transactions or
relationships that reasonably could be expected to give rise to such a conflict
or the appearance of such a conflict must be promptly communicated to the Legal
Department. Employees should take care to report conflicts to a person who they
believe is not involved in the matter giving rise to the conflict.





Any
Employee who has a doubt about whether a conflict of interests exists after
consulting this provision of the Code should contact the Legal Department, so
that you can receive assistance in making that determination.





Company
Opportunities





Employees
are restricted from taking for themselves personal opportunities that are
discovered through the use of Company property, information or position for
personal gain or competing with the Company. Employees should advance the
Company’s legitimate interests when the opportunity to do so
arises.





Fair
Dealing





No
Employee should take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts, or any other unfair dealing practices in violation of applicable law or
contractual obligations.





Compliance with Laws, Rules
& Regulations





Employees
are required to comply fully with all laws, rules and regulations affecting the
Company’s business and its conduct in business matters. In any situation where
an Employee has a doubt as to the proper course of conduct, it is incumbent upon
the Employee immediately to consult the Legal Department.





Insider
Trading





Federal
and State law prohibits the use of ‘material inside information’’ when trading
in or recommending Company securities, if any. In accordance with applicable
federal and state law, no Employee may engage in transactions in Company
securities (whether for his or her own account, for the Company’s account or
otherwise) while in possession of material non-public or ‘inside’’ information
(“Insider
Trading’’) relating to the Company. Further, no Employee who is in
possession of material inside information may communicate such information to
third parties who may use such information in the decision to purchase or sell
Company stock (‘‘Tipping”). These restrictions could also apply to securities of
other companies if an Employee learns of material inside information in the
course of his or her duties for the Company. In addition to violating Company
policy, Insider Trading and Tipping are illegal.





Substantial
penalties may be assessed against people who trade while in possession of
material inside information and can also be imposed upon companies and so-called
controlling persons, such as officers and directors, who fail to take
appropriate steps to prevent insider trading violations by their employees or
subordinates. To avoid severe consequences, Employees should review this policy
before trading in Company securities or in the securities of other companies in
any of the circumstances described above and should consult with the Legal
Department if any doubts exist as to what constitutes ‘‘material inside
information.’’





Accounting
Practices





The
Company’s financial statements are required to comply with generally accepted
accounting standards and practices, rules, regulations and controls. No Employee
shall establish any undisclosed or unrecorded funds or assets for any purpose,
or make, or tolerate to be made, false or artificial statements or entries for
any purpose in the books and records of the Company.





To the
extent that such matters are within the scope of the duties of an Employee, he
or she must: (a) ensure that accounting entries are promptly and accurately
recorded and properly documented and that no accounting entry intentionally
distorts or disguises the true nature of any business transaction; (b) maintain
books and records that fairly and accurately reflect the Company’s business
transactions; (c) devise, implement and maintain sufficient controls to assure
that financial record keeping objectives are met; and (d) provide for the proper
and prompt recording of all disbursements of funds and all
receipts.





Errors or
possible errors or misstatements in the Company’s books and records must be
brought to the attention of the Employee’s supervisor promptly upon discovery
thereof. The supervisor shall promptly inform the Chief Executive Officer and
the Chief Financial Officer of any such error or misstatement.










All
Employees are expected to cooperate fully with the Company’s internal auditors
and outside auditors.





Document
Retention





The
Company seeks to comply fully with all laws and regulations relating to the
retention and preservation of records. All Employees shall comply with the
Company’s policies regarding the retention and preservation of records as set
forth herein. Under no circumstance may Company records be destroyed selectively
or maintained outside Company premises or designated storage
facilities.





If the
existence of a subpoena or impending government investigation becomes known to
an Employee, the Employee must immediately contact his or her supervisor and the
Legal Department. Employees must retain all records and documents that may be
responsive to a subpoena or pertains to an investigation or may be responsive to
a subpoena. Any questions concerning the destruction or disposition of records
or documents should be directed to the Employee’s supervisor and the Legal
Department before the record or document is disposed of. Employees shall
strictly adhere to the directions of his or her supervisor and Legal Department
in handling such records or documents.





Protection and Proper Use of
Assets





The
Company seeks to properly and effectively protect and utilize its assets, such
as electronic communication systems, information (proprietary or otherwise),
material, facilities and equipment, as well as intangible assets. Theft,
carelessness and waste have a direct impact on the Company’s profitability.
Company assets are to be used only for legitimate business
purposes.





Whistleblower Policy:
Reporting of any Illegal or Unethical Behavior





Any
Employee who is aware of any illegal or unethical behavior or who believes that
an applicable law, rule or regulation or this Code has been violated, or who has
a concern about the Company’s accounting practices, internal controls or
auditing matters, must promptly report the matter in accordance with this
Whistleblower Policy. Employees should take care to report violations to a
person who they believe is not involved in the matter giving rise to the
violation. All reports of violations will be promptly investigated in accordance
with this Whistleblower Policy and, if appropriate, remedied, and, if legally
required, promptly reported to the proper governmental authority.





An
Employee is expected to raise any concern with Employee’s supervisor or manager.
Alternatively, Employee may contact Human Resources or the Legal Department.
Legal questions, and any questions relating to interpretation or application of
the Code or policies, should be directed to the Legal Department. If an Employee
is uncomfortable discussing a matter with his or her supervisor, the employee
should call the Legal Department.


Employees
will be expected to cooperate in assuring that violations of the Code are
promptly addressed. The Company has a policy of protecting the confidentiality
of those making reports of possible misconduct to the maximum extent possible,
consistent with the requirements necessary to conduct an effective
investigation, and the law. In
no event will there be any retaliation against someone for reporting an activity
that he or she in good faith believes to be a violation of any law, rule,
regulation, or this Code. Any supervisor or other Employee intimidating
or imposing sanctions on an Employee for reporting a matter will be disciplined
up to and including termination.





Employees
should know that it is a crime to retaliate against a person, including with
respect to their employment, for providing truthful information to a law
enforcement officer relating to the possible commission of any federal offense.
Employees who believe that they have been retaliated against by the Company, its
Employees, contractors, subcontractors or agents, for providing information to
or assisting in an investigation conducted by a federal agency, Congress or a
person with supervisory authority over the Employee (or another Employee who has
the authority to investigate or terminate misconduct) in connection with conduct
that the Employee reasonably believes constitutes a violation of federal
criminal fraud statutes or any rule or regulation of the Securities and Exchange
Commission, may file a complaint with the Secretary of Labor, or in federal
court if the Secretary does not take action in a timely manner.





Responding to Improper
Conduct





If an
Employee violates the Company’s Code, he or she will be subject to disciplinary
action. Supervisors and managers of a disciplined Employee may also be subject
to disciplinary action for their failure to properly oversee an Employee’s
conduct, or for retaliation against an Employee who reports a
violation(s).










The
Company’s response to misconduct will depend upon a number of factors including
whether the improper behavior involved illegal conduct. Disciplinary action may
include, but is not limited to, reprimands and warnings, probation, suspension,
demotion, reassignment, reduction in salary or immediate termination. Employees
should be aware that certain actions and omissions prohibited by the Code might
be crimes that could lead to individual criminal prosecution and, upon
conviction, to fines and imprisonment.





Waivers





Employees
should understand that waivers or exceptions to our Code will be granted only
under exceptional circumstances. A waiver of this Code for any executive
officer, other than the CEO may be made only by the Board of Directors of ACEP
or a committee of the Board and must be promptly disclosed in accordance with
applicable law and exchange requirements.





Condition of Employment or
Service





All
Employees shall conduct themselves at all times in the best interests of the
Company. Compliance with this Code shall be a condition of employment and of
continued employment with the Company, and conduct not in accordance with this
Code shall constitute grounds for disciplinary action, including termination of
employment.





The Code
does not in any way constitute an employment contract or all assurance of
continued employment. Employees are employees at will. It is for the sole and
exclusive benefit of the Company and may not be used or relied upon by any other
party. ACEP may modify or repeal the provisions of the Code or adopt a new Code
at any time it deems appropriate, with or without notice.