EX-4.5







Exhibit 4.5




AMENDMENT TO MEZZANINE D LOAN AGREEMENT 




        This Amendment to Mezzanine D Loan Agreement (this “Amendment”), dated as of June 20,
2008 (the “Effective Date”), by and among GOLDMAN SACHS MORTGAGE COMPANY, a New York
limited partnership (“Lender”), as lender, and W2007 ACEP


 FOURTH MEZZANINE A BORROWER, L.P., a Delaware limited partnership, and W2007 ACEP FOURTH MEZZANINE
B BORROWER, L.P., a Delaware limited partnership, as borrowers (collectively, “Borrower”),
amends that certain Mezzanine D Loan Agreement, dated as of February 20, 2008 (the “Loan
Agreement”; all capitalized terms used but not defined herein shall have the respective
meanings given such terms in the Loan Agreement).



        WHEREAS, Lender and Borrower have mutually determined that the Interest Accrual Period and
Payment Date, as each such term is defined in the Loan Agreement, shall each be adjusted pursuant
to the terms of this Amendment.



        NOW THEREFORE, in consideration of the mutual premises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby represent, warrant, covenant and agree as follows:



     Section 1. Amendments of Loan Agreement. Lender and Borrower hereby agree to amend the
terms of the Loan Agreement as hereinafter set forth:



     (a) The defined term “Interest Accrual Period” is hereby deleted in its entirety and the
following is inserted in lieu thereof:



     “Interest Accrual Period” means, with respect to any specified Payment Date, the
period from and including the 15th day of the calendar month preceding such Payment Date to but
excluding the 15th day of the calendar month containing such specified Payment Date (in each case
without regard to whether such 15th day is a Business Day), provided that (i) prior to a
Securitization or syndication of the Loan, Lender shall have the right, in connection with a change
in the Payment Date in accordance with the terms of the Cooperation Agreement, to make a
corresponding change to the Interest Accrual Period provided same has no adverse effect on Borrower
in more than a de minimis extent. Notwithstanding the foregoing, the interest accrual period for
the Payment Date occurring in July 2008 shall commence on and include June 6, 2008 and continue to,
but exclude, July 15, 2008.



     (b) The defined term “Payment Date” is hereby deleted in its entirety and the following is
inserted in lieu thereof:



     “Payment Date” means the Initial Payment Date and, thereafter, the 9th day of each
month (or, if such 9th day is not a Business Day, the first preceding
Business Day); provided that
the Payment Date on which the Maturity Date falls shall be the second to last Business Day of the
Interest Accrual Period in which such Maturity Date falls.



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     Section 2. Miscellaneous.



     (a) All of the terms and conditions of the Loan Agreement are incorporated herein by reference
with the same force and effect as if fully set forth herein. Except as expressly amended hereby,
the Loan Agreement remains in full force and effect in accordance with its terms.



     (b) This Amendment shall be governed by and construed and interpreted in accordance with the
laws of the State of New York without regard to principles of conflicts of law.



     (c) Borrower hereby (1) unconditionally ratifies and confirms, renews and reaffirms all of its
obligations under the Loan Agreement and all of the terms, covenants and conditions thereunder
(except for conditions precedent and any representations or warranties made as of a specific date),
(2) acknowledges and agrees that such obligations remain in full force and effect, binding on and
enforceable against it in accordance with the terms, covenants and conditions of the Loan
Agreement, without impairment and (3) represents, warrants and covenants that it is not in default
under the Loan Agreement or any of the other Loan Documents beyond any applicable notice and cure
periods, and there are no defenses, offsets or counterclaims against the Indebtedness.



[Signatures Appear on Following Page]




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     IN WITNESS WHEREOF, for good and valuable consideration, the sufficiency of which is hereby
acknowledged and agreed, the parties hereto have executed and delivered this Amendment as of the
date first hereinabove set forth.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	W2007 ACEP FOURTH MEZZANINE A	 	 
	 	 	BORROWER, L.P., a Delaware limited
partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By: W2007 ACEP Fourth Mezzanine A Gen-	 	 
	 	 	Par, L.L.C., its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ David Gutstadt	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	David Gutstadt	 	 
	 

	 	 	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	W2007 ACEP FOURTH MEZZANINE B	 	 
	 	 	BORROWER, L.P., a Delaware limited
partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By: W2007 ACEP Fourth Mezzanine B Gen-	 	 
	 	 	Par, L.L.C., its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ David Gutstadt	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	David Gutstadt	 	 
	 

	 	 	 	 	 	Title:
	 	Vice President	 	 






[Signatures
continue on following page]




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Amendment to Mezz D Loan Agreement




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LENDER:




	 	 	 	 	 	 	 	 	 
	GOLDMAN SACHS MORTGAGE COMPANY,
	a New York limited partnership
	 
	 	 	 	 	 	 	 	 
	By:	 	Goldman Sachs Real Estate Funding
	 	 	Corp., its general partner
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Mark J. Buono	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mark J. Buono	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






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Amendment to Mezz D Loan Agreement