EX-10.2



 







Exhibit 10.2




SUPPLEMENTAL INDENTURE




     Supplemental Indenture (this “Supplemental Indenture”), dated as of May 19, 2006,
made by AREP Laughlin Corporation, a Delaware corporation (the “Guaranteeing Subsidiary”), a
subsidiary of American Casino & Entertainment Properties LLC, a Delaware limited liability company,
as issuer (“ACEP”) (or its permitted successor), American Casino & Entertainment Properties Finance
Corp., a Delaware corporation, as co-issuer (“ACEP Finance”, together with ACEP, the “Company”),
the other Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust Company,
as trustee under the Indenture referred to below (the “Trustee”).



W I T N E S S E T H




     WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of January 29, 2004 providing for the issuance of 7.85% Senior Secured Notes
due 2012 (the “Notes”);



     WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and



     WHEREAS, pursuant to Section 9.01 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 Guaranteeing Subsidiary and the
Trustee mutually covenant and agree 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. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an
unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee
and in the Indenture including but not limited to Article 11 thereof.



     4. No Recourse Against Others. No past, present or future director, officer,
employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have
any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes,
any Note Guarantees, the Collateral Documents, the Indenture or this Supplemental Indenture or for
any claim based on, in respect of, or by reason of, such obligations or their creation. Each
Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of the SEC that such a
waiver is against public policy.



     5. NEW YORK LAW TO GOVERN. 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.



 









 





     6. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



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



     8. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary
and the Company.



[Remainder of page intentionally left blank. Signature Page to Follow.]




 









 





     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.



	 	 	 	 	 
	 	AREP Laughlin Corporation

 	 
	 	By:  	/s/	 
	 	 	  	 	 
	 	 	  	 	 
	 
	 	American Casino & Entertainment Properties

LLC

 	 
	 	By:  	/s/	 
	 	 	  	 	 
	 	 	  	 	 
	 
	 	American Casino & Entertainment Properties

Finance Corp.

 	 
	 	By:  	/s/	 
	 	 	  	 	 
	 	 	  	 	 
	 
	 	Wilmington Trust Company,

as Trustee

 	 
	 	By:  	/s/