**EXHIBIT 10.14****TAX ALLOCATION AGREEMENT**     Agreement as of May 26, 2004 by and among American Entertainment Properties Corp.(“Parent”), a Delaware corporation, having offices at 2000 Las Vegas Blvd. South, LasVegas, Nevada 89104, and American Casino & Entertainment Properties LLC, a Delaware limitedliability company (“Issuer”), having offices at 2000 Las Vegas Blvd. South, Las Vegas,Nevada 89104, and Issuer Subsidiaries (as defined below).     WHEREAS, Issuer is treated, for federal income tax purposes, as a disregarded entity,of which all items of income, deduction, gain and loss are treated as having been earned orincurred by Parent;     WHEREAS, Issuer is the sole direct or indirect owner of certain limited liabilitycompanies which are likewise treated as disregarded entities, of which all items of income,deduction, gain and loss are treated as having been earned or incurred by Parent;     WHEREAS, Parent is the common parent of an affiliated group (as such term is definedin the Internal Revenue Code of 1986, as amended, or any succeeding law (the “Code”)) whichincludes the Issuer Corporate Subsidiaries (as defined below):     WHEREAS, Parent and its subsidiaries will file consolidated federal income tax returns(“Consolidated Federal Returns”) for all periods in which Parent and such subsidiaries aremembers of an affiliated group (as defined in the Code); and     WHEREAS, Parent and Issuer believe it is desirable to provide for the allocation andpayment of federal and state income tax liabilities and certain related matters.     NOW, THEREFORE, in consideration of the foregoing and of the covenants set forthbelow, the parties hereto have agreed as follows:1. Definitions. (i) “Issuer Group” means Issuer together with the IssuerSubsidiaries. “Issuer Subsidiaries” means the Issuer CorporateSubsidiaries and the Issuer Disregarded Entities. “Issuer CorporateSubsidiaries” means Stratosphere Corporation, American Casino &Entertainment Properties Finance Corp. and any other direct andindirect subsidiaries of Issuer which are corporations eligible to be
 

 
   included in a Consolidated Return (as defined below) with Parent.“Issuer Disregarded Entities” means Charlie’s Holding LLC, ArizonaCharlie’s, LLC, Fresca, LLC and any other entities which aredirectly or indirectly wholly-owned by Issuer and which, for federalincome tax purposes, are treated as disregarded entities of whichall items of income, deduction, gain and loss are treated as earnedor incurred by Parent. (ii) “Consolidated Returns” mean all Consolidated FederalReturns and all state income or franchise tax returns filed by Parenton a consolidated or combined basis with the Issuer Group(“Consolidated State Returns”).  (iii) “Federal Income Taxes” means any income tax imposedunder the Code including, without limitation, the corporate income tax,the minimum tax imposed on corporations, and the personal holdingcompany tax.  (iv) “State Income Taxes” means any income or franchise taximposed under the tax law of any state (or political subdivisionthereof) including, without limitation, corporate income taxes andminimum taxes.  (v) “Net Operating Loss” means the amount of any netoperating loss as defined in the Code or under the tax law of anystate.  (vi) “Net Capital Loss” means the amount of any net capitalloss as defined in the Code or under the tax law of any state.  (vii) “Credit” means the amount of any tax credit allowedunder the Code or under the tax law of any state including, withoutlimitation, investment tax credits and foreign tax credits.  (viii) The “Regulations” means the regulations and proposed regulationsissued by the Secretary of the Treasury interpreting the Code.
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 (ix) The “Consolidated Group” means the affiliated group (asdefined in the Code) of which Parent (or its successor) is the commonparent, for so long as such affiliated group files a ConsolidatedReturn.  (x) “Tax Benefits” as to any entity (or group of entities)means the Net Operating Loss, Net Capital Loss, and Credits generatedby or available to such entity (or group of entities) and anycarryforwards or carrybacks thereof.  (xi) “Final Determination” shall mean the final resolutionof liability for any Tax for a taxable period, (i) by IRS Form 870 or870-AD (or any successor form thereto), on the date of the finalacceptance by or on behalf of a party thereto, or by a comparable formunder the laws of another jurisdiction; except that a Form 870 or870-AD or comparable form that reserves (whether by its terms or byoperation of law) the right of the taxpayer to file a claim for refundand/or the right of taxing authority to assert a further deficiencyshall not constitute a Final Determination; (ii) by a decision,judgment, decree, or other order by a court of competent jurisdiction,which has become final and unappealable; (iii) by a closing agreementor accepted offer in compromise under Section 7121 or 7122 of the Code,or comparable agreement under the laws of another jurisdiction; (iv) byany allowance of a refund or credit in respect of an overpayment ofTax, but only after the expiration of all periods during which suchrefund may be recovered (including by way of offset) by the Taximposing jurisdiction; or (v) by any other final disposition, includingby reason of the expiration of the applicable statute of limitations orby mutual agreement of the parties.
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 (xii) “Indenture Trustee” means Wilmington Trust Company, orany replacement or successor trustee under that certain indenture datedJanuary 29, 2004 with respect to the Debt.  (xiii) “Debt” means (a) 7.85% Senior Secured Notes due 2012 of the Issuer,and (b) any substantially similar notes of the Issuer issued pursuantto an exchange offer as provided for in the terms of such notes.2. Joinder in Consolidated Returns. (a) Issuer hereby agrees and consents (i) to cause each Issuer CorporateSubsidiary to join with the Consolidated Group in the filing of ConsolidatedReturns with respect to any fiscal year in which Parent elects to file suchreturns, (ii) to furnish to Parent, and cause each Issuer Subsidiary to furnishto Parent, all information relating to members of the Issuer Group as may benecessary or appropriate for the preparation of Consolidated Returns, (iii) tocause each Issuer Corporate Subsidiary to execute and deliver to Parent allconsents, directors’ resolutions and other documentation which Parent mayreasonably require to evidence Parent’s authority to file Consolidated Returns,and (iv) to cause each Issuer Corporate Subsidiary to maintain the same fiscalyear as Parent for all periods in which Parent and Issuer are members of anaffiliated group (as defined in the Code).  (b) Parent hereby consents to join with the Consolidated Group in thefiling of Consolidated Returns; provided, however, that Parent is not precludedfrom taking any action which would require Parent to discontinue the filing ofConsolidated Returns including, without limitation, a sale or other dispositionof all or a portion of its stock ownership in Issuer and/or the filing of anapplication with the Commissioner of Internal Revenue, or other appropriateauthorities, including tax authorities of any state (or political subdivisionthereof) (“Taxing Authorities”) on behalf of the
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   Consolidated Group, requesting permission to discontinue the filing ofConsolidated Returns.  (c) Parent shall prepare and file Consolidated Returns on behalf of theConsolidated Group and shall make all decisions regarding any elections orother matters relating to the preparation and filing of Consolidated Returns;provided, however, that in making elections and other decisions with respect tomembers of the Issuer Group, Parent shall consult with the Issuer Group and ingood faith consider their recommendations regarding the possibility of makingsuch elections.3. Payment of Tax and Refunds.     Subject to the provisions of this Agreement and compliance with the terms hereof,Parent shall be obligated to and shall make all payments and be entitled to all refunds ofFederal Income Taxes and estimated Federal Income Taxes on behalf of any and all members ofthe Consolidated Group, and shall indemnify and hold the members of the Issuer Groupharmless against all such Taxes (including penalties and interest). Further, subject tothe provisions of this Agreement and compliance with the terms hereof, whenever Parentelects to file state or local income or franchise tax returns on a consolidated or combinedbasis, Parent shall be obligated to and shall make all payments and be entitled to allrefunds of such State Income Taxes and estimated State Income Taxes (such actual andestimated State Income Taxes are referred to herein as “Consolidated State Income Taxes”)on behalf of all members of the Consolidated Group, and shall indemnify and hold themembers of the Issuer Group harmless against all such Taxes (including penalties andinterest). Subject to the provisions of Section 5(a) of this Agreement, (and to the extentnot indemnified pursuant to the two immediately preceding sentences) for all periods on orafter the date hereof, Parent shall indemnify and hold Issuer and the other members of theIssuer Group harmless against all Federal Income Taxes, Consolidated State Income Taxes,and State Income Taxes and local income taxes payable by or with respect to any member ofthe Consolidated Group other than the members of the Issuer Group, including any interestand penalties with respect thereto and reasonable out-of-pocket expenses (including legaland accounting expenses)
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incurred by the Issuer Group in connection with an administrative or judicialproceeding initiated by a governmental authority relating to any such tax.4. Payments by Issuer to Parent. (a) Issuer shall pay to Parent, for the Consolidated Group’s 2004 taxableyear and subsequent fiscal years or periods during which Issuer CorporateSubsidiaries are included in a Consolidated Return with the Consolidated Group,an amount equal to the amount of Federal Income Taxes and Consolidated StateIncome Taxes that the Issuer Group would have been required to pay to theTaxing Authorities, computed as though (i) the Issuer was a corporation, (ii)neither the Issuer nor any Issuer Subsidiary were part of the ConsolidatedGroup, (iii) all items of income, deduction, gain and loss of each IssuerDisregarded Entity were treated as earned or incurred by Issuer, and (iv)Issuer and the Issuer Corporate Subsidiaries had filed Consolidated Returns forfederal, state and/or local tax purposes, as the case may be, as though Issuerwere the common Parent corporation (the “Issuer Group Taxes”),provided, however, that payment pursuant to this Section 4(a)shall only be required for periods in which the Issuer is treated, for federalincome tax purposes, as either (a) a disregarded entity, or (b) a corporationwhich is part of the same affiliated group as Parent. The above calculationshall give effect to any federal, state or local Net Operating Loss, NetCapital Loss and Credit carryforwards or carrybacks which would have beenavailable to the Issuer Group if it had never been included in a ConsolidatedReturn with the Consolidated Group, but such calculation shall be subject toany audit adjustments and any limitations on the utilization of tax attributes(including, without limitation, such carryforwards and any limitations on theutilization of depreciation, amortization or other similar deductions) of theIssuer Group imposed by law.  (b) If, for any year, the Issuer Group would, under the principles ofSection 4(a), have been entitled to carry back any Net Operating Loss, NetCapital
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   Loss or Credit to any prior year for which the Issuer made a payment (the“Prior Payment”) under Section 4(a), then, to the extent such carrybackwould have resulted in a refund of federal, state or local tax had the PriorPayment been paid to one or more governmental authorities as Issuer GroupTaxes, Parent shall refund the Prior Payment to Issuer. Any paymentpursuant to this Section 4(b) shall be made no later than the due date(including extensions) of the Consolidated Returns for the year which givesrise to the carryback.  (c) The amounts payable under Section 4(a) (including amounts in respect ofestimated tax) shall be determined by KPMG, LLP or another nationallyrecognized firm of certified public accountants, which shall inform Parent andIssuer, and, unless all of the Debt is paid in full, provide a certificate tothe Indenture Trustee, of such amount. Issuer shall pay to Parent any suchamount that would be due on the basis of the foregoing calculations withinthree business days after such notification and certificate have been provided.The excess of any amounts paid to Parent, with respect to estimated taxpayments under this Section 4(c) for a taxable year, over the liability of theIssuer Group to Parent under Section 4(a) for such year, shall be refunded byParent to Issuer within three business days after Issuer notifies Parent thatit has made such an excess payment.  (d) Issuer shall indemnify and hold Parent harmless against any liabilityfor any interest and penalties with respect thereto imposed upon Parent byreason of any false or fraudulent information supplied by any member of theIssuer Group to Parent in connection with the determination of the federal,state, or local income tax liability payable by any member of the ConsolidatedGroup.5. Adjustments (a) In the event of a Final Determination with respect to the tax liabilityof the Consolidated Group, appropriate adjustments (including, withoutlimitation, adjustments to Issuer’s payment obligation under Section 4(a)
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   and Parent’s obligation to refund under Section 4(b)) shall, except asinconsistent with this Agreement, be made hereunder consistent with suchFinal Determination. Further, Issuer shall pay to Parent any interest,penalties and additions to tax imposed in connection with a FinalDetermination to the extent that such amounts are attributable to items ofIssuer or its subsidiaries. Similarly, Parent shall pay Issuer any interestreceived from a governmental authority in connection with a FinalDetermination that there has been an overpayment, together with the amountof any refund or credit received, to the extent attributable to items ofIssuer or its subsidiaries. (b) Payments under this Section 5 shall be made promptly after the amountsthereof are determined and, unless all of the Debt is paid in full, KPMG, LLP,or another nationally recognized firm of certified public accountants hascertified such amounts to the Indenture Trustee. For purposes of thisAgreement, any Net Operating Loss, Net Capital Loss, or Credit shall be carriedforward or carried back to the extent permitted by law.6. Late Filing.        Notwithstanding any other provisions of this agreement, Parent shall indemnify andhold harmless the Issuer against any interest or penalties incurred by reason of latefiling of any Consolidated Return for the Consolidated Group, or by reason of late paymentof any tax or estimated tax for the Consolidated Group, unless such late filing or latepayment is due to the fault of Issuers or any other member of the Issuer Group.7. State Taxes.        Issuer and each of the Issuer Subsidiaries shall continue to prepare and file allapplicable state tax returns, at their own expense, and to pay, or cause its subsidiariesto so prepare, file and pay, all amounts shown to be due thereunder unless Parent elects tohave Issuer and/or members of the Issuer Group file state and/or local tax returns on aconsolidated or combined basis with Parent, provided, however, that, in the case of taxingjurisdictions which treat the Issuer and the Issuer Disregarded Entities as disregardedentities, all items of income, deduction, gain or loss of the Issuer and each Issuer
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Disregarded Entity shall, to the extent provided by law, be included in Parent’s taxreturns regardless of whether consolidated or combined returns are filed for suchjurisdictions.8. Accounting. (a) For the purpose of the computation of assumed tax liabilities herein,all payments made (i) by Parent to Issuer and (ii) by Issuer to Parent,pursuant to the provisions thereof shall not be considered income to therecipient of the payment or an expense of the payor, but rather shall beconsidered the payment of a tax. Any difference between a Consolidated Groupmember’s tax liability under this Agreement and such member’s liability underTreasury Regulation Sections 1.1502-33 and 1.1552-1 shall be treated as adistribution with respect to its stock or as a contribution to its capital, asthe case may be.9. Parties.     Any corporation which is an Issuer Subsidiary on the date hereof or whichbecomes an Issuer Subsidiary at any time subsequent to such date shall automaticallybe subject to the terms and conditions of this Agreement. If any entity other thanParent shall become the common parent of the affiliated group of corporations forfederal income tax purposes which includes members of the Issuer Group, such entityshall automatically be substituted for Parent under this Agreement.10. Notices.        All notices, requests, consents and other communications hereunder shall be in writingand shall be deemed to have been duly and properly given or sent (a) on the date when suchnotice, request, consent or other communication is personally delivered with receiptacknowledged, or (b) if mailed, three days after the date on which the same is deposited ina post office box and sent by certified or registered mail, return receipt requested,postage prepaid and addressed to the party for whom intended at its address set
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forth below or to such other address or addresses as any of the parties hereto shalltheretofore designated by notice hereunder.If to Parent, at:2000 Las Vegas Blvd. South