EX-10.2



 






EXHIBIT
10.2





REAFFIRMATION AGREEMENT




          REAFFIRMATION AGREEMENT dated as of May 9, 2006 (as amended, supplemented or otherwise
modified from time to time, this “Agreement”), among the Grantors identified on the
signature pages hereto (collectively, the “Reaffirming Parties”) and Bear Stearns Corporate
Lending Inc., as Administrative Agent, under the Pledge and Security Agreement referred to below.
Each such term used herein and not defined herein shall have the meanings assigned to such terms in
the Credit Agreement referred to below.




          WHEREAS, American Casino & Entertainment Properties LLC., a Delaware limited liability company
(the “Company”), certain Subsidiaries of Company, as Guarantors, the Lenders party thereto
from time to time, Bear Stearns & Co. Inc., as Sole Lead Arranger (in such capacity, the
“Arranger”) and Sole Bookrunner and Bear Stearns Corporate Lending Inc., as Syndication
Agent and as Administrative Agent (in such capacity, the “Administrative Agent”), have
entered into that certain Credit Agreement, dated as of January 29, 2004, as amended and restated
as of May 9, 2006 (the “Credit Agreement”);




          WHEREAS, the Company and the other Reaffirming Parties are each party to that certain Pledge
and Security Agreement, dated as of May 26, 2004 in favor of Bear Stearns Corporate Lending, Inc.,
as Collateral Agent (in such capacity, the “Collateral Agent”);




          WHEREAS, each of the Reaffirming Parties is also party to one or more of the other Loan
Documents;




          WHEREAS, each Reaffirming Party expects to realize, or has realized, substantial direct and
indirect benefits as a result of the Credit Agreement becoming effective and the consummation of
the transactions contemplated thereby; and




          WHEREAS, the execution and delivery of this Agreement is a condition precedent to the
effectiveness of the Credit Agreement and the consummation of the transactions contemplated
thereby.




          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:




ARTICLE I




Reaffirmation




          SECTION 1.01. Reaffirmation. Each of the Reaffirming Parties hereby consents to the
Credit Agreement and the transactions contemplated thereby and hereby confirms its respective
guarantees, pledges and grants of security interests, as applicable, under and subject to the terms
of each of the Loan Documents to which it is party, and agrees that, notwithstanding the
effectiveness of the Credit Agreement, such guarantees, pledges and grants of security interests,
and the terms of each of the Collateral Documents to which it is a party, shall continue to be in
full force and effect. Each of the Reaffirming Parties acknowledges that




 









 







the Lenders providing Loans pursuant to the Credit Agreement, after giving effect to the
amendment and restatement thereof, are “Lenders” and “Secured Parties” for all purposes under the
Loan Documents.




          SECTION 1.02. Grant. Each of the Reaffirming Parties hereby grants to the Collateral
Agent and hereby confirms its grant to the Collateral Agent, for the benefit of the Secured
Parties, (as defined in the Pledge and Security Agreement) under the Pledge and Security Agreement
of a first priority security interest and continuing lien on all of such Reaffirming Party’s right,
title and interest in, to and under all personal property and fixture property of such Reaffirming
Property including, but not limited to the following, in each case whether now owned or hereafter
acquired or arising and wherever located (all of which being hereinafter collectively referred to
as the “Collateral”) (all terms used and not defined in this Section 1.02 shall have the
meanings set forth in the Pledge and Security Agreement):





	 	(a)	 	all Accounts;
	 
	 	(b)	 	all Chattel Paper;
	 
	 	(c)	 	all Contracts
	 
	 	(d)	 	all Deposit Accounts;
	 
	 	(e)	 	all Documents;
	 
	 	(f)	 	all General Intangibles (including without limitation, Payment
Intangibles);
	 
	 	(g)	 	all Instruments;
	 
	 	(h)	 	all Intellectual Property;
	 
	 	(i)	 	all Inventory;
	 
	 	(j)	 	all Investment Property;
	 
	 	(k)	 	all Letters of Credit and Letter of Credit Rights
	 
	 	(l)	 	all money
	 
	 	(m)	 	all Vehicles
	 
	 	(n)	 	all Goods and other property not otherwise described above;
	 
	 	(o)	 	all bank accounts, all funds held therein and certificates and
instruments, if any, from time to time representing or evidencing such bank
accounts;
	 
	 	(p)	 	all books, records, ledger cards, files, correspondence,
customer lists, blueprints, technical specifications, manuals, computer
software, computer printouts, tapes, disks and other electronic storage media
and related data




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	 	 	 	processing software and similar items that at any time evidence or contain
information relating to any of the Collateral or are otherwise necessary or
helpful in the collection thereof or realization thereupon;
	 
	 	(q)	 	all Permits;
	 
	 	(r)	 	all Insurance and loss proceeds and other amounts payable
thereunder and all eminent domain proceeds;
	 
	 	(s)	 	to the extent not otherwise included, all other personal
property of the Grantors and Proceeds, accessions and products of any kind and
all of the foregoing and all collateral security and guarantees given by any
Person with respect to any of the foregoing (including, without limitation,
Supporting Obligations);





          Notwithstanding anything to the contrary in this Agreement, the term “Collateral” shall not
include any Excluded Assets.




          SECTION 1.03. Authorization. Pursuant to any applicable law, each Reaffirming Party
authorizes the Collateral Agent to file or record financing statements and other filing or
recording documents or instruments with respect to the Collateral without the signature of such
Reaffirming Party in such form and in such offices as the Collateral Agent determines appropriate
to perfect the security interests of the Collateral Agent under this Agreement. Each Reaffirming
Party authorizes the Collateral Agent to describe the collateral in any manner it deems appropriate
or advisable, including, without limitation, describing collateral as “all personal property,
whether now owned or hereafter acquired” in any such financing statements.




          SECTION 1.04. Amendment to Pledge and Security Agreement. (A) with respect to the
delivery by ACEP of the Capital Stock of AREP Laughlin, subject (i) to compliance with Section 7.17
of the Pledge and Security Agreement by each of the parties thereto, including, without limitation,
the receipt of all approvals of the Gaming Authorities required under applicable Gaming Laws and
(which approvals must be received before this Section 1.04 will be effective) and (ii) to the
designation by ACEP of AREP Laughlin as a Restricted Subsidiary pursuant to and in accordance with
the requirements of Section 6.11 of the Credit Agreement (which designation must occur before this
Section 1.04 will be effective) and (B) otherwise, immediately, Schedule 2 to the Pledge and
Security Agreement is hereby amended and restated in its entirety by Schedule 2 attached hereto.




ARTICLE II




Miscellaneous




          SECTION 2.01. Notices. All notices hereunder shall be given in accordance with
Section 10.1 of the Credit Agreement; provided that, for this purpose, the address of each
Reaffirming Party shall be the one specified for the Company under the Credit Agreement.




          SECTION 2.02. Loan Document. This Agreement is a Loan Document executed pursuant to
the Credit Agreement and shall (unless otherwise expressly indicated




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herein) be construed, administered and applied in accordance with the terms and provisions
thereof.




          SECTION 2.03. Effectiveness; Counterparts. This Agreement shall become effective on
the date when (i) copies hereof which, when taken together, bear the signatures of each of the
Reaffirming Parties set forth on the signature pages hereto and the Collateral Agent shall have
been received by the Collateral Agent (or its counsel) and (ii) the Credit Agreement has become
effective in accordance with its terms. This Agreement may not be amended nor may any provision
hereof be waived except pursuant to a writing signed by each of the parties hereto. This Agreement
may be executed in two or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one contract. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.




          SECTION 2.04. No Novation. This Agreement shall not extinguish the obligations for
the payment of money outstanding under the Credit Agreement or discharge or release the priority of
any Loan Document or any other security therefor. Nothing herein contained shall be construed as a
substitution or novation of the obligations outstanding under the Credit Agreement or instruments
securing the same, which shall remain in full force and effect, except to any extent modified
hereby or by instruments executed concurrently herewith. Nothing in this Agreement shall be
construed as a release or other discharge of the Company or any other Group Member under any Loan
Document from any of its obligations and liabilities under the Credit Agreement or the other Loan
Documents.




          SECTION 2.05. GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. THE PROVISIONS OF SECTION 11.12 OF THE CREDIT AGREEMENT
ARE INCORPORATED HEREIN BY REFERENCE.




          SECTION 2.06. No Amendments. Subject to Section 1.04, no amendments to any Loan
Document are intended hereby, provided, however, that any and all references in any Loan
Document to “Loan”, Commitment”, “Termination Date”, and “Note” shall be to “Loan”, “Commitment”,
“Termination Date”, and “Note”, respectively, as defined in the Credit Agreement.




[Remainder of Page Intentionally Left Blank]





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          IN WITNESS WHEREOF, each Reaffirming Party and the Collateral Agent, for the benefit of the
Secured Parties, has caused this Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.




	 	 	 	 	 
	 	 	AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
	 
	 	 	 	 
	 

	 	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
	 
	 	 	 	 
	 	 	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
	 
	 	 	 	 
	 	 	STRATOSPHERE LAND CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	/s/  Richard P. Brown
	 

	 	 	 	 
	 

	 	 	 	Name:  Richard P. Brown
	 

	 	 	 	Title:    President and Chief Executive Officer






 









 






	 	 	 	 	 
	 	 	STRATOSPHERE LEASING, LLC
	 
	 	 	 	 
	 

	 	By:	 	/s/  Richard P. Brown
	 

	 	 	 	 
	 

	 	 	 	Name:  Richard P. Brown
	 

	 	 	 	Title:    President and Chief Executive Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	Stratosphere Corporation, 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/  Denise Barton
	 

	 	 	 	 
	 

	 	 	 	Name:  Denise Barton
	 

	 	 	 	Title:    Senior Vice President, Chief Financial 
             Officer, Secretary and Treasurer
	 
	 	 	 	 
	 

	 	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
	 
	 	 	 	 
	 	 	STRATOSPHERE ADVERTISING AGENCY
	 
	 	 	 	 
	 

	 	By:	 	/s/  Denise Barton
	 

	 	 	 	 
	 

	 	 	 	Name:  Denise Barton
	 

	 	 	 	Title:    Senior Vice President, Chief Financial 
             Officer, Secretary and Treasurer
	 
	 	 	 	 
	 	 	ARIZONA CHARLIE’S, LLC
	 
	 	 	 	 
	 

	 	By:	 	/s/  Denise Barton
	 

	 	 	 	 
	 

	 	 	 	Name:  Denise Barton
	 

	 	 	 	Title:    Senior Vice President, Chief Financial 
             Officer, Secretary and Treasurer
	 
	 	 	 	 
	 	 	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
	 
	 	 	 	 
	 	 	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






 









 






	 	 	 	 	 
	 	 	BEAR STEARNS CORPORATE LENDING, INC.,

as the Collateral Agent
	 
	 	 	 	 
	 

	 	By:	 	/s/ 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title: