Unassociated Document


    SUPPLEMENTAL
      INDENTURE

    


    SUPPLEMENTAL
      INDENTURE (this “Supplemental Indenture”), dated as of January 11, 2008, among
      American Casino & Entertainment Properties LLC, a Delaware limited liability
      company, as issuer (“ACEP”), American Casino & Entertainment Properties
      Finance Corp., a Delaware corporation, as co-issuer (“ACEP Finance” and,
      together with ACEP, the “Company”), the Guarantors and Wilmington Trust Company,
      as trustee under the Indenture (the “Trustee”). 

    


    W
      I T N E
      S S E T H

    


    WHEREAS,
      the Company, the Guarantors and the Trustee have heretofore entered into an
      indenture, dated as of January 29, 2004 (as heretofore supplemented and
      currently in effect, the “Indenture”), providing for the issuance of the
      Company’s 7.85% Senior Secured Notes due 2012 (the “Notes”);

    


    WHEREAS,
      this Supplemental Indenture sets forth certain proposed amendments to the
      Indenture (the “Proposed Amendments”) to (i) eliminate substantially all of the
      restrictive and reporting covenants, certain events of default and certain
      other
      provisions contained in the Indenture, as set forth in Section 2 hereof, (ii)
      release the security interest in the collateral securing the Indenture, the
      Notes and the Note Guarantees, as set forth in Section 3(a) hereof (the
“Collateral Release”), and (iii) release each Guarantor from its obligations
      under its Note Guarantee, as set forth in Section 3(b) hereof (the “Guarantor
      Release,” and, together with the Collateral Release, the
“Releases”);

    


    WHEREAS,
      the board of directors of American Entertainment Properties Corp., a Delaware
      corporation, the sole member of ACEP (“AEP”) has determined that it is in the
      best interests of AEP to authorize and approve the Proposed Amendments set
      forth
      in this Supplemental Indenture;

    


    WHEREAS,
      pursuant to Section 9.02 of the Indenture, the Proposed Amendments (other than
      the Proposed Amendments to effect the Releases) require the consent of the
      Holders of at least a majority in aggregate principal amount of the then
      outstanding Notes (the “Requisite Consents”), and the Proposed Amendments to
      effect the Releases require the consent of Holders of at least 75% in aggregate
      principal amount of the then outstanding Notes (the “Release
      Consents”);

    


    WHEREAS,
      ACEP has offered to purchase for cash (the “Offer”) any and all of the
      outstanding Notes and has solicited consents from Holders of the Notes to the
      Proposed Amendments, upon the terms and subject to the conditions set forth
      in
      the Offer to Purchase and Consent Solicitation Statement, dated as of December
      28, 2007 (together with any amendments, the “Statement”);

    


    WHEREAS,
      the Offer is conditioned upon, among other things, the execution of a
      supplemental indenture providing for the Proposed Amendments;

    


    WHEREAS,
      ACEP has received, pursuant to the Offer, the Requisite Consents with respect
      to
      the Proposed Amendments (other than the Proposed Amendments to effect the
      Releases) and the Release Consents with respect to the Proposed Amendments
      to
      effect the Releases, and all other conditions precedent, if any, provided for
      in
      the Indenture relating to the execution of this Supplemental Indenture, the
      release of the security interests in the Note Collateral under the Indenture,
      the Notes, the Note Guarantees and the Collateral Documents, and the release
      of
      the Guarantors under the Note Guarantees have been complied with as of the
      date
      hereof; 

    


    WHEREAS,
      the execution and delivery of this Supplemental Indenture have been duly
      authorized by the Company and the Guarantors and all conditions and requirements
      necessary to make this Supplemental Indenture a valid and binding agreement
      of
      the Company and the Guarantors have been duly performed and complied with;
      and

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    WHEREAS,
      pursuant to Section 9.02 of the Indenture, the Trustee is authorized to execute
      and deliver this Supplemental Indenture.

    


    NOW,
      THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt of which is hereby acknowledged, the Company, the
      Guarantors and the Trustee mutually covenant and agree, for the benefit of
      each
      other and for the equal and ratable benefit of the Holders of the Notes, as
      follows: 

    


    1. Capitalized
      Terms.
      Capitalized terms used herein without definition shall have the meanings
      assigned to them in the Indenture.

    


    2. Amendments.
      The
      Proposed Amendments set forth in Section 2 hereof shall become operative, and
      the terms of the Indenture, the Notes and the Note Guarantees shall be amended,
      supplemented, modified or deleted hereby, in each case only upon the Payment
      Date (as defined herein). 

    


    (a) The
      following Sections of the Indenture, and any corresponding provisions in the
      Notes, are hereby deleted in their entirety and replaced with “[Intentionally
      Omitted.]”: 

    

      
        	
                Indenture
                  Section Reference

              	 	
                Caption

              
	
                4.02

              	
                 

              	
                Maintenance
                  of Office or Agency

              
	
                4.03

              	
                 

              	
                Reports
                  

              
	
                4.04

              	
                 

              	
                Compliance
                  Certificates

              
	
                4.05

              	
                 

              	
                Taxes

              
	
                4.06

              	
                 

              	
                Stay,
                  Extension and Usury Laws

              
	
                4.07

              	
                 

              	
                Restricted
                  Payments

              
	
                4.08

              	
                 

              	
                Dividend
                  and Other Payment Restrictions  
                  Affecting
                    Subsidiaries

                

              
	
                4.09

              	
                 

              	
                Incurrence
                  of Indebtedness and Issuance of 
                  Preferred
                    Stock

                

              
	
                4.10

              	
                 

              	
                Asset
                  Sales

              
	
                4.11

              	
                 

              	
                Transactions
                  with Affiliates

              
	
                4.12

              	
                 

              	
                Liens

              
	
                4.13

              	
                 

              	
                Business
                  Activities

              
	
                4.14

              	
                 

              	
                Corporate
                  Existence

              
	
                4.15

              	
                 

              	
                Offer
                  to Purchase Upon Change of Control

              
	
                4.16

              	
                 

              	
                Event
                  of Loss

              
	
                4.17

              	
                 

              	
                Sale
                  and Leaseback Transactions

              
	
                4.18

              	
                 

              	
                Insurance

              
	
                4.19

              	
                 

              	
                Limitation
                  on Issuances and Sales of 
                  Capital
                    Stock of Restricted Subsidiaries

                

              
	
                4.20

              	
                 

              	
                Additional
                  Note Guarantees

              
	
                4.21

              	
                 

              	
                Restrictions
                  on Leasing and Dedication of Property

              
	
                4.22

              	
                 

              	
                Designation
                  of Restricted and Unrestricted Subsidiaries 

              
	
                4.23

              	
                 

              	
                Further
                  Assurances

              


      

       

    

    (b) Section
      5.01 of the Indenture is hereby deleted in its entirety and restated as
      follows:

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    “ACEP
      shall not, directly or indirectly: (1) consolidate or merge with or into another
      Person (whether or not ACEP is the surviving corporation), or (2) sell, assign,
      transfer, convey or otherwise dispose of all or substantially all of the
      properties or assets of ACEP taken as a whole, in one or more related
      transactions, to another Person, unless the Person formed by or surviving any
      such consolidation or merger (if other than ACEP) or the Person to which such
      sale, assignment, transfer, conveyance or other disposition has been made
      assumes all the obligations of ACEP under the Notes and this Indenture pursuant
      to agreements reasonably satisfactory to the Trustee.” 

    


    (c) Section
      6.01 of the Indenture is hereby amended by deleting clauses (3), (4), (5),
      (6),
      (7), (8), (9), (10), (11) and (12) thereof.

    


    (d) Section
      8.04 of the Indenture is hereby deleted in its entirety and restated as follows:
      

     

    
      	 	
              “In
                order to exercise either Legal Defeasance or Covenant Defeasance
                under
                either Section 8.02 or 8.03
                thereof:

            


    

     

    
      	 	
              (1)
                the Company must irrevocably deposit with the Trustee, in trust,
                for the
                benefit of the Holders, cash in U.S. dollars, non-callable Government
                Securities, or a combination thereof, in such amounts as will be
                sufficient, in the opinion of a nationally recognized investment
                bank,
                appraisal firm, or firm of independent public accountants, to pay
                the
                principal of, premium and Liquidated Damages, if any, and interest
                on the
                outstanding Notes on the stated date for payment thereof or on the
                applicable redemption date, as the case may be, and the Company must
                specify whether the Notes are being defeased to such stated date
                for
                payment or to a particular redemption
                date;

            


    

    


    
      	 	
              (2)
                in the case of an election under Section 8.02 hereof, the Company
                must
                deliver to the Trustee an Opinion of Counsel confirming
                that:

            


    

    


    (A)
      the
      Company has received from, or there has been published by, the Internal Revenue
      Service a ruling; or

    


    (B)
      since
      the date of this Indenture, there has been a change in the applicable federal
      income tax law,

    


    in
      either
      case to the effect that, and based thereon such Opinion of Counsel shall confirm
      that, the Holders of the outstanding Notes will not recognize income, gain
      or
      loss for federal income tax purposes as a result of such Legal Defeasance and
      will be subject to federal income tax on the same amounts, in the same manner
      and at the same times as would have been the case if such Legal Defeasance
      had
      not occurred;

     

    
      	 	(3) in the case of an election under Section 8.03
              hereof,
              the Company must deliver to the Trustee an Opinion of Counsel confirming
              that the Holders of the outstanding Notes will not recognize income,
              gain
              or loss for federal income tax purposes as a result of such Covenant
              Defeasance and will be subject to federal income tax on the same amounts,
              in the same manner and at the same times as would have been the case
              if
              such Covenant Defeasance had not
              occurred;


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    
      	 	(4) no Default or Event of Default shall have occurred
              and be continuing on the date of such deposit and the deposit will
              not
              result in a breach or violation of, or constitute a default under,
              any
              other instrument to which the Company or any Guarantor is a party or
              by
              which the Company or any Guarantor is bound;


      	 	 


      	 	(5) the Legal Defeasance or Covenant Defeasance
              will not
              result in a breach or violation of, or constitute a default under,
              this
              Indenture or any other material agreement or instrument to which the
              Company or any of its Subsidiaries is a party or by which the Company
              or
              any of its Subsidiaries is bound; and


      	 	 


      	 	
              (6)
                the Company must deliver to the Trustee an Officers' Certificate
                and an
                Opinion of Counsel, each stating that all conditions precedent provided
                for or relating to the Legal Defeasance or the Covenant Defeasance
                have
                been complied with.”

            


    

    


    (e) Certain
      definitions in the Indenture shall be deemed deleted when references to such
      definitions would be eliminated as a result of the amendments described herein;
      cross-references to provisions in the Indenture that have been deleted as a
      result of the Proposed Amendments shall be deemed deleted; and certain other
      changes to the Indenture of a technical or conforming nature shall be deemed
      made to the extent necessary to reflect the deletion of the provisions described
      herein. Any definitions used exclusively in the provisions of the Notes that
      are
      hereby deleted, and any definitions used exclusively within such definitions,
      are hereby deleted in their entirety from the Notes, and all references in
      the
      Notes to paragraphs, Sections, Articles or other terms or provisions of the
      Indenture that have been otherwise deleted as a result of the Proposed
      Amendments are hereby deleted in their entirety or revised to conform herewith,
      as the case may be.

     

      3. Release
      of Note Collateral and Release of Note Guarantees.

    


    (a)
      In
      accordance with and subject to Section 10.03(b)(3) of the Indenture,


    the
      Note
      Collateral will be released from the Lien and security interest created by
      the
      Indenture and the Collateral Documents at such time as (but not before), (i)
      the
      Officer’s Certificate required by Section 10.03(b) shall have been delivered to
      the Collateral Agent, which the Company covenants to deliver prior to the
      Acceptance Date (as defined in the Statement), and the Trustee shall have been
      provided with a copy thereof, (ii) the Company shall have delivered to the
      Trustee all documents specified in Section 10.04 of the Indenture and an Opinion
      of Counsel as specified in Section 10.04(2) of the Indenture, which the Company
      covenants to deliver prior to the Acceptance Date, (iii) the applicable
      provisions of Article 10 of the Indenture and each of the Collateral Documents
      with respect to the release of the collateral thereunder shall have otherwise
      been complied with, (iv) the Collateral Agent shall have executed, delivered
      or
      acknowledged any necessary or proper instruments of termination, satisfaction
      or
      release to evidence the release of any Note Collateral permitted to be released
      pursuant to the Indenture or the Collateral Documents, and the Trustee shall
      have been provided with copies thereof, and (v) the Company shall have delivered
      to the Trustee an Officer’s Certificate and an Opinion of Counsel (which may be
      included in the Opinion of Counsel provided under clause (ii) above) stating
      that all conditions to the release of the Note Collateral under the Indenture,
      Supplemental Indenture and the Collateral Documents have been satisfied. From
      and after such time, the provisions of Sections 10.01 and 10.02 of the Indenture
      shall be deemed to be repealed and of no further force or affect.

     

    (b)
      In
      accordance with Section 11.05(d) of the Indenture, each Guarantor shall be
      released and relieved of any and all of its Obligations under its Note Guarantee
      at such time as (but not before) the Proposed Amendments shall become operative
      in accordance with Section 11 hereof. From and after such time, the provisions
      of Section 11.01 through Section 11.04 of the Indenture, and any notation of
      Note Guarantee executed and delivered by any Guarantor, shall be deemed to
      be
      repealed and of no further force or affect. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (c)
      Upon
      satisfaction of the conditions to the release of the Note Collateral as
      specified in clauses (i) through (v) of Section 3(a) above, the Trustee is
      hereby instructed to deliver to the Collateral Agent the certificates of the
      Trustee contemplated by Section 10.05 and Section 10.08 of the Indenture;
      provided, however, that the certificate pursuant to Section 10.08 of the
      Indenture shall not state that the Obligations of the Company under the
      Indenture and the Notes have been paid in full.

     

    4. Effects
      of Supplemental Indenture.
      Each
      reference in the Indenture to “this Indenture,” “hereunder,” “hereof” or
“herein” shall mean and be a reference to the Indenture as amended and
      supplemented by this Supplemental Indenture unless the context otherwise
      requires. The Indenture as amended and supplemented by this Supplemental
      Indenture shall be read, taken and construed as one and the same instrument,
      and
      every holder heretofore or hereafter authenticated and delivered under the
      Indenture as supplemented by this Supplemental Indenture shall be bound thereby.
      

     

              
      5. Existing
      Indenture Remains in Full Force and Effect.  Except
      as amended and supplemented by this Supplemental Indenture, all provisions
      in
      the Indenture shall remain in full force and effect. 

     

              
      6. Conflict
      with Trust Indenture Act.  If
      any provision of this Supplemental Indenture limits, qualifies or conflicts
      with
      any provision of the Trust Indenture Act of 1939 (the “Act”) that is required
      under such Act to be part of and govern any provision of this Supplemental
      Indenture, the provision of such Act shall control. If any provision of this
      Supplemental Indenture modifies or excludes any provision of the Act that may
      be
      so modified or excluded, the provision of such Act shall be deemed to apply
      to
      the Indenture as so modified or shall be deemed to be excluded by this
      Supplemental Indenture, as the case may be.

     

              
      7. Separability
      Clause.  In
      case any provision in this Supplemental Indenture shall be invalid, illegal
      or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

              
      8. Effect
      of Headings.  The
      Section headings herein are for convenience only and shall not affect the
      construction hereof. 

     

              
      9. Benefits
      of Supplemental Indenture, etc.  Nothing
      in this Supplemental Indenture, the Indenture, the Notes or the Note Guarantees,
      express or implied, shall give to any Person, other than the parties hereto
      and
      thereto and their successors hereunder and thereunder and the holders of the
      Notes, any benefit of any legal or equitable right, remedy or claim under the
      Indenture, this Supplemental Indenture, the Notes or the Note
      Guarantees.

     

              
      10. Successors
      and Assigns.  All
      covenants and agreements in this Supplemental Indenture by the Company and
      the
      Guarantors shall bind their respective successors and assigns, whether so
      expressed or not.

     

              
      11. Effectiveness.  
      This Supplemental Indenture shall become effective and binding on the Company,
      the Guarantors and the Trustee upon the execution and delivery by the parties
      to
      this Supplemental Indenture; provided, however, that the Proposed Amendments
      shall become operative, and the terms of the Indenture shall be amended,
      supplemented, modified or deleted hereby, in each case only upon (i)
      satisfaction of the conditions to the release of the Note Collateral as
      specified in Section 3 above, (ii) the Company depositing with the Tender Agent
      (as defined in the Statement) in immediately available funds the Total
      Consideration or the Tender Offer Consideration, as applicable (each as defined
      in the Statement), together with accrued and unpaid interest payable up to
      but
      not including such time (the “Payment Date”) in respect of Notes accepted
      pursuant to the Offer and (iii) the Company paying in cash or other immediately
      available funds all outstanding fees and expenses of the Trustee owing under
      the
      Indenture and of the Collateral Agent, including payment of the fees and
      expenses of their counsel. If there is no Payment Date in accordance with the
      terms of the Statement, or any of the other foregoing conditions are not
      satisfied, then the Proposed Amendments set forth herein shall not become
      operative, and the terms of the Indenture shall not be amended, supplemented,
      modified or deleted hereby. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

              
      12. Trustee
      Makes No Representation.  The
      Trustee makes no representation as to the validity or sufficiency of this
      Supplemental Indenture. 

     

              
      13. Certain
      Duties and Responsibilities of the Trustee.
      In
      entering into this Supplemental Indenture, the Trustee shall be entitled to
      the
      benefit of every provision of the Indenture relating to the conduct or affecting
      the liability of or affording protection to the Trustee, whether or not
      elsewhere herein so provided. 

     

              
      14. Governing
      Law.  THE
      INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
      THIS
      SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
      CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
      JURISDICTION WOULD BE REQUIRED THEREBY.

     

              
      15. Counterparts.  This
      Supplemental Indenture may be executed in counterparts, each of which, when
      so
      executed, shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same instrument.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
      to
      be duly executed and attested, all as of the date first above
      written.

     

    
      	 	 	 
	 	129-133
              WCA
              LLC
	 
 	 
 	 
 
	 	By:  	/s/
              Richard P. Brown
	 	
              
Name:
              Richard P. Brown
	 	Title:
              President and Chief Executive Officer


    

     

    
      	 	 	 
	 	CHICAGO
              AVENUE LV
              HOLDINGS LLC
	 
 	 
 	 
 
	 	By:  	/s/
              Richard P. Brown
	 	
              
Name:
              Richard P. Brown
	 	Title:
              President and Chief Executive Officer


    

     

    
      	 	 	 
	 	LV
              ACQUISITIONS
              LLC
	 
 	 
 	 
 
	 	By:  	/s/
              Richard P. Brown
	 	
              
Name:
              Richard P. Brown
	 	Title:
              President and Chief Executive Officer


    

     

    
      	 	 	 
	 	PITTSFIELD
              ASSOCIATES LLC
	 
 	 
 	 
 
	 	By:  	/s/
              Richard P. Brown
	 	
              
Name:
              Richard P. Brown
	 	Title:
              President and Chief Executive Officer


    

     

    
      	 	 	 
	 	FARRAGUT
              LLC
	 
 	 
 	 
 
	 	By:  	/s/
              Richard P. Brown
	 	
              
Name:
              Richard P. Brown
	 	Title:
              President and Chief Executive Officer


    

     

    
      	 	 	 
	 	
              AMERICAN
                CASINO & ENTERTAINMENT 

              PROPERTIES
                LLC

            
	 
 	 
 	 
 
	 	By:  	
              American
                Entertainment Properties Corp., its sole member

            
	 	 	 
	 	By:	/s/ Richard P. Brown
	 	 	
              
Name:
              Richard P. Brown
	 	 	Title: President and Chief Executive
              Officer


    

    


    
      	 	 	 
	 	
              AMERICAN
                CASINO & ENTERTAINMENT 

              PROPERTIES
                FINANCE CORP.

            
	 
 	 
 	 
 
	 	By:  	/s/
              Richard P. Brown
	 	
              
Name:
              Richard P. Brown
	 	Title:
              President and Chief Executive Officer


    

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
      
        	 	 	 
	 	
                CHARLIE’S
                  HOLDING LLC

              
	 
 	 
 	 
 
	 	By:  	
                American
                  Casino & Entertainment 
                  Properties
                    LLC, its sole member

                

              
	 	 	 
	 	By:	/s/ Richard P. Brown
	 	 	
                
Name:
                Richard P. Brown
	 	 	Title: President and Chief Executive
                Officer


      

      

        	 	 	 
	 	FRESCA,
                LLC
	 
 	 
 	 
 
	 	By:  	Charlie’s
                Holding
                LLC, its sole member


        
          	 	 	 
	 	By:  	
                  American
                    Casino
                    & Entertainment

                  Properties LLC, its sole
                    member

                


        

        
          	 	 	 
	 	By:  	/s/
                  Richard P.
                  Brown
	 	Name: Richard P.
                  Brown
	 	
                  Title:
                    President and Chief 

                  Executive
                    Officer

                


        


        	 	 	 
	 	STRATOSPHERE
                DEVELOPMENT, LLC
	 
 	 
 	 
 
	 	By:  	Stratosphere
                Corporation, member


         

        
          	 	By:  	/s/
                  Richard P.
                  Brown
	 	Name: Richard P.
                  Brown
	 	
                  Title:
                    President and Chief 

                  Executive
                    Officer

                


        


        	 	 	 
	 	By:  	Arizona
                Charlie’s, LLC, member


         

        
          	 	By:  	/s/
                  Richard P.
                  Brown
	 	Name: Richard P.
                  Brown
	 	
                  Title:
                    President and Chief 

                  Executive
                    Officer

                


        


        	 	 	 
	 	By:  	Fresca,
                LLC, member


         

        
          	 	By:  	Charlie’s
                  Holding
                  LLC, its sole member



          	 	 	 


        

        
          	 	By:  	
                  American
                    Casino
                    & Entertainment

                  Properties LLC, its sole
                    member

                


        

        
          	 	 	 
	 	By:  	/s/
                  Richard P.
                  Brown
	 	Name: Richard P.
                  Brown
	 	
                  Title:
                    President and Chief 

                  Executive
                    Officer

                


        

      

      
      

      
        8

        
          

        

      

      
      

    

    
      	 	 	 
	 	STRATOSPHERE
              CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/
              Richard P. Brown
	 	
              
Name:
              Richard P. Brown
	 	Title:
              President and Chief Executive Officer


    

     

    
      	 	 	 
	 	STRATOSPHERE
              GAMING CORP.
	 
 	 
 	 
 
	 	By:  	/s/
              Richard P. Brown
	 	
              
Name:
              Richard P. Brown
	 	Title:
              President and Chief Executive Officer


    

    


    
      	 	 	 
	 	ARIZONA
              CHARLIE’S, LLC
	 
 	 
 	 
 
	 	By:  	/s/
              Richard P. Brown
	 	
              
Name:
              Richard P. Brown
	 	Title:
              President and Chief Executive Officer




    
      	 	 	 
	 	STRATOSPHERE
              LEASING, LLC
	 
 	 
 	 
 
	 	By:  	Stratosphere
              Corporation, its sole member


    

    
      	 	 	 
	 	By:  	/s/
              Richard P. Brown
	 	
              
Name:
              Richard P. Brown
	 	Title:
              President
              and Chief Executive Officer


    

     

    
      
        	 	 	 
	 	STRATOSPHERE
                ADVERTISING AGENCY
	 
 	 
 	 
 
	 	By:  	/s/
                Richard P. Brown
	 	
                
Name:
                Richard P. Brown
	 	Title:
                President and Chief Executive Officer


         

        
          
            	 	 	 
	 	STRATOSPHERE
                    LAND CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/
                    Richard P. Brown
	 	
                    
Name:
                    Richard P. Brown
	 	Title:
                    President and Chief Executive Officer


             

            
              
                	 	 	 
	 	WILMINGTON
                        TRUST COMPANY, as Trustee
	 
 	 
 	 
 
	 	By:  	/s/
                        Michael G. Oller, Jr.
	 	
                        
Name:
                        Michael G. Oller, Jr.
	 	
                        Title:
                          Senior Financial Services Officer

                      


              

              
                
                  
                  

                

                
                  9