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                                                                     EXHIBIT 4.4

                                                                  EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT

                          DATED AS OF JANUARY 29, 2004
                                  BY AND AMONG

                 AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
            AMERICAN CASINO & ENTERTAINMENT PROPERTIES FINANCE CORP.

                                       AND

                            BEAR, STEARNS & CO. INC.

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         This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of January 29, 2004, by and among American Casino &
Entertainment Properties LLC, a Delaware limited liability company, as issuer
("ACEP"), and American Casino & Entertainment Properties Finance Corp., a
Delaware corporation, as co-issuer ("ACEP FINANCE" and, together with ACEP, the
"COMPANY"), and Bear, Stearns & Co. Inc. (the "INITIAL PURCHASER"), who has
agreed to purchase the Company's 7.85% Senior Secured Notes due 2012 (the
"INITIAL NOTES") pursuant to the Purchase Agreement (as defined below).

         This Agreement is made pursuant to the Purchase Agreement, dated
January 15, 2004 (the "PURCHASE AGREEMENT"), by and among the Company, American
Real Estate Holdings Limited Partnership, a Delaware limited partnership, and
the Initial Purchaser. In order to induce the Initial Purchaser to purchase the
Initial Notes, the Company has agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a
condition to the obligations of the Initial Purchaser set forth in Section 8(n)
of the Purchase Agreement. Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to them in the Indenture, dated as of
January 29, 2004, among the Company and Wilmington Trust Company, a Delaware
banking company, as trustee, relating to the Initial Notes and the Exchange
Notes (the "INDENTURE").

         The parties hereby agree as follows:

SECTION 1. DEFINITIONS

         As used in this Agreement, the following capitalized terms shall have
the following meanings:

         ACEP OR ACEP FINANCE: Shall have the meaning set forth in the preamble
of this Agreement.

         ACT: The Securities Act of 1933, as amended.

         AFFILIATE: As defined in Rule 144.

         BROKER-DEALER: Any broker or dealer registered under the Exchange Act.

         BUSINESS DAY: Any day other than a Saturday, a Sunday or a day on which
banking institutions in the City of New York or at place of payment are
authorized by law, regulation or executive order to remain closed.

         CLOSING DATE: The date hereof.

         COMMISSION: The Securities and Exchange Commission.

         COMPANY: Shall have the meaning set forth in the preamble of this
Agreement.

         CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for
purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Exchange Notes to be issued in the Exchange Offer, (b) the
maintenance of the continuous effectiveness of such Exchange Offer Registration
Statement and the keeping of the Exchange Offer open for a period not less than
the period

                                        i

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required pursuant to Section 3(b) hereof and (c) the delivery by the Company to
the Registrar under the Indenture of Exchange Notes in the same aggregate
principal amount as the aggregate principal amount of Initial Notes tendered by
Holders thereof pursuant to the Exchange Offer.

         CONSUMMATION DEADLINE: As defined in Section 3(b) hereof.

         EFFECTIVENESS DEADLINE: As defined in Sections 3(a) and 4(a) hereof.

         EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.

         EXCHANGE NOTES: The Company's 7.85% Senior Secured Notes due 2012 to be
issued pursuant to the Indenture: (a) in the Exchange Offer or (b) as
contemplated by Section 4 hereof.

         EXCHANGE OFFER: The exchange and issuance by the Company of a principal
amount of Exchange Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of
Initial Notes that are tendered by such Holders in connection with such exchange
and issuance.

         EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

         FILING DEADLINE: As defined in Sections 3(a) and 4(a) hereof.

         HOLDERS: As defined in Section 2 hereof.

         INDENTURE: Shall have the meaning set forth in the preamble of this
Agreement.

         INITIAL NOTES: Shall have the meaning set forth in the preamble of this
Agreement.

         INITIAL PURCHASER: Shall have the meaning set forth in the preamble of
this Agreement.

         PROSPECTUS: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

         PURCHASE AGREEMENT: Shall have the meaning set forth in the preamble of
this Agreement.

         RECOMMENCEMENT DATE: As defined in Section 6(d) hereof.

         REGISTRATION DEFAULT: As defined in Section 5 hereof.

         REGISTRATION STATEMENT: Any registration statement of the Company and
the Guarantors relating to (a) an offering of Exchange Notes pursuant to an
Exchange Offer or (b) the registration for resale of Transfer Restricted
Securities pursuant to the Shelf Registration Statement, in each case, (i) that
is filed pursuant to the provisions of this Agreement, (ii) including the
Prospectus included therein and (iii) including all amendments and supplements
thereto (including post-effective amendments) and all exhibits and material
incorporated by reference therein.

                                       ii

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         RULE 144: Rule 144 promulgated under the Act.

         SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.

         SUSPENSION NOTICE: As defined in Section 6(d) hereof.

         TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb)
as in effect on the date of the Indenture.

         TRANSFER RESTRICTED SECURITIES: Each Initial Note until the earliest to
occur of (a) the date on which such Initial Note has been exchanged by a Person
other than a Broker-Dealer for an Exchange Note in the Exchange Offer, (b)
following the exchange by a Broker-Dealer in the Exchange Offer of an Initial
Note for an Exchange Note, the date on which such Exchange Note is sold to a
purchaser who receives from such Broker-Dealer on or prior to the date of such
sale a copy of the Prospectus contained in the Exchange Offer Registration
Statement, (c) the date on which such Initial Note has been effectively
registered under the Act and disposed of in accordance with the Shelf
Registration Statement or (d) the date on which such Initial Note is distributed
to the public pursuant to Rule 144.

SECTION 2. HOLDERS

         A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "HOLDER") whenever such Person owns Transfer Restricted Securities.

SECTION 3. REGISTERED EXCHANGE OFFER

         (a) Unless the Exchange Offer shall not be permitted by applicable law
or Commission rule, regulation or policy (after the procedures set forth in
Section 6(a)(i) below have been complied with), the Company and the Guarantors
shall (i) cause the Exchange Offer Registration Statement to be filed with the
Commission no later than 90 days after the Acquisition Date (such 90th day being
the "FILING DEADLINE"), (ii) use all commercially reasonable efforts to cause
such Exchange Offer Registration Statement to become effective no later than 180
days after the Acquisition Date (such 180th day being the "EFFECTIVENESS
DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective
amendments to such Exchange Offer Registration Statement as may be necessary in
order to cause it to become effective, (B) file, if applicable, a post-effective
amendment to such Exchange Offer Registration Statement pursuant to Rule 430A
under the Act and (C) cause all necessary filings, if any, in connection with
the registration and qualification of the Exchange Notes to be made under the
Blue Sky laws of such jurisdictions as are necessary to permit Consummation of
the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer
Registration Statement, commence and Consummate the Exchange Offer. The Exchange
Offer shall be on the appropriate form permitting (i) registration of the
Exchange Notes to be offered in exchange for the Initial Notes that are Transfer
Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that
tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired
for its own account as a result of market-making activities or other trading
activities (other than Initial Notes acquired directly from the Company or any
of its Affiliates) as contemplated by Section 3(c) below.

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         (b) The Company and the Guarantors shall use all commercially
reasonable efforts to cause the Exchange Offer Registration Statement to be
effective continuously, and shall keep the Exchange Offer open for a period of
not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided, however, that in no
event shall such period be less than 20 Business Days. The Company and the
Guarantors shall cause the Exchange Offer to comply in all material respects
with all applicable federal and state securities laws. No securities other than
the Exchange Notes shall be included in the Exchange Offer Registration
Statement. The Company and the Guarantors shall use all commercially reasonable
efforts to cause the Exchange Offer to be Consummated on the earliest
practicable date after the Exchange Offer Registration Statement has become
effective, but in no event later than 30 Business Days thereafter, or longer, if
required by federal securities laws (the last day of such period being the
"CONSUMMATION DEADLINE").

         (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Initial Notes acquired
directly from the Company or any Affiliate of the Company), may exchange such
Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the
date of this Agreement.

         Because such Broker-Dealer may be deemed to be an "underwriter" within
the meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Exchange
Notes received by such Broker-Dealer in the Exchange Offer, the Company and
Guarantors shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus
delivery requirement. To the extent necessary to ensure that the Prospectus
contained in the Exchange Offer Registration Statement is available for sales of
Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use
all commercially reasonable efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented, amended and current as required
by and subject to the provisions of Sections 6(a) and (c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of 270 days from the Consummation Deadline or such shorter period as will
terminate when all Transfer Restricted Securities covered by such Registration
Statement have been sold pursuant thereto. The Company and the Guarantors shall
provide sufficient copies of the latest version of such Prospectus to such
Broker-Dealers, promptly upon request, and in no event later than two Business
Days after such request, at any time during such period.

SECTION 4. SHELF REGISTRATION

         (a) Shelf Registration. If (i) the Company and the Guarantors are not
(A) required to file the Exchange Offer Registration Statement or (B) permitted
to Consummate the Exchange Offer because the Exchange Offer is not permitted by
applicable law or Commission regulations,

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rules or policy (after the Company and the Guarantors have complied with the
procedures set forth in Section 6(a)(i) below) or (ii) any Holder of Transfer
Restricted Securities notifies the Company prior to 20 Business Days following
Consummation of the Exchange Offer that (A) such Holder was prohibited by law or
Commission policy from participating in the Exchange Offer, (B) such Holder may
not resell the Exchange Notes acquired by it in the Exchange Offer to the public
without delivering a prospectus and the Prospectus contained in the Exchange
Offer Registration Statement is not appropriate or available for such resales by
such Holder or (C) such Holder is a Broker-Dealer and holds Initial Notes
acquired directly from the Company or any of its Affiliates, then the Company
and the Guarantors shall:

         (x) use all commercially reasonable efforts on or prior to 30 days
after the earlier of (i) the date as of which the Company determines that the
Exchange Offer Registration Statement will not be or cannot be, as the case may
be, filed as a result of clause (a)(i) above (after the Company and the
Guarantors have complied with the procedures set forth in Section 6(a)(i) below,
and (ii) the date on which the Company receives the notice specified in clause
(a)(ii) above (such earlier date, the "FILING DEADLINE"), to file a shelf
registration statement pursuant to Rule 415 under the Act (which may be an
amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION
STATEMENT")), relating to all Transfer Restricted Securities, and

         (y) shall use all commercially reasonable efforts to cause such Shelf
Registration Statement to become effective on or prior to 90 days after such
obligation arises (such 90th day being the "EFFECTIVENESS DEADLINE").

         If, after the Company and the Guarantors have filed an Exchange Offer
Registration Statement that satisfies the requirements of Section 3(a) above,
the Company and the Guarantors are required to file and make effective a Shelf
Registration Statement solely because the Exchange Offer is not permitted under
applicable federal law (i.e., clause (a)(i)(B) above), then the filing of the
Exchange Offer Registration Statement shall be deemed to satisfy the
requirements of clause (x) above; provided that, in such event, the Company and
the Guarantors shall remain obligated to meet the Effectiveness Deadline set
forth in clause (y).

         To the extent necessary to ensure that the Shelf Registration Statement
is available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and
the Guarantors shall use all commercially reasonable efforts to keep any Shelf
Registration Statement required by this Section 4(a) continuously effective,
supplemented, amended and current as required by and subject to the provisions
of Sections 6(b) and (c) hereof and in conformity with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, until the expiration of the period referred to in
Rule 144(k) (as extended pursuant to Section 6(d)), or such shorter period as
will terminate when all Transfer Restricted Securities covered by such Shelf
Registration Statement have been sold pursuant thereto.

         (b) Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 Business Days after receipt of a request
therefor, (x) the information specified in Item 507 or 508 of Regulation S-K, as
applicable, of the Act for use in connection with any Shelf Registration
Statement or

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Prospectus or preliminary prospectus included therein, (y) an agreement to
update such information, from time to time, as required or appropriate, and (z)
an agreement to comply with the prospectus delivery requirements in connection
with the offer and sale of Transfer Restricted Securities. No Holder of Transfer
Restricted Securities shall be entitled to Liquidated Damages pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information and agreements. Each selling Holder agrees to promptly furnish
additional information required to be disclosed in order to make the information
previously furnished to the Company by such Holder not materially misleading.

SECTION 5. LIQUIDATED DAMAGES

         If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (ii)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) the
Exchange Offer has not been Consummated within 30 Business Days of the
applicable Effectiveness Deadline or (iv) any Registration Statement required by
this Agreement is filed and declared effective but shall thereafter cease to be
effective or usable in connection with resales of Transfer Restricted Securities
during the periods specified herein (each such event referred to in clauses (i)
through (iv), a "REGISTRATION DEFAULT"), then the Company and the Guarantors
hereby jointly and severally agree to pay to each Holder of Transfer Restricted
Securities affected thereby Liquidated Damages in an amount equal to $.05 per
week per $1,000 in principal amount of Transfer Restricted Securities held by
such Holder for each week or portion thereof that the Registration Default
continues for the first 90-day period immediately following the occurrence of
such Registration Default. The amount of the Liquidated Damages shall increase
by an additional $.05 per week per $1,000 in principal amount of Transfer
Restricted Securities with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum amount of Liquidated
Damages for all Registration Defaults of $.50 per week per $1,000 in principal
amount of Transfer Restricted Securities; provided that the Company and the
Guarantors shall in no event be required to pay Liquidated Damages for more than
one Registration Default at any given time. Notwithstanding anything to the
contrary set forth herein, (1) upon filing of the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement), in the case
of (i) above, (2) upon the effectiveness of the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement), in the case
of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii)
above, or (4) upon the filing of a post-effective amendment to the Registration
Statement or an additional Registration Statement that causes the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement)
to again be declared effective or made usable, in the case of (iv) above, the
Liquidated Damages payable with respect to the Transfer Restricted Securities as
a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

         All accrued Liquidated Damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which Liquidated Damages
are due cease to be Transfer Restricted Securities, all obligations of the
Company and the Guarantors to pay Liquidated Damages with respect to securities
shall survive until such time as such obligations with respect to such
securities shall have been satisfied in full.

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SECTION 6. REGISTRATION PROCEDURES

         (a) Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company and the Guarantors shall (x) comply with all
applicable provisions of Section 6(c) below, (y) use all commercially reasonable
efforts to effect such exchange and to permit the resale of Exchange Notes by
Broker-Dealers that tendered in the Exchange Offer Initial Notes that such
Broker-Dealer acquired for its own account as a result of its market-making
activities or other trading activities (other than Initial Notes acquired
directly from the Company or any of its Affiliates) being sold in accordance
with the intended method or methods of distribution thereof, and (z) comply with
all of the following provisions:

                  (i) If, following the date hereof there has been announced a
         change in Commission policy with respect to exchange offers such as the
         Exchange Offer, that in the reasonable opinion of counsel to the
         Company raises a substantial question as to whether the Exchange Offer
         is permitted by applicable federal law, the Company and the Guarantors
         hereby agree to seek a no-action letter or other favorable decision
         from the Commission or the staff of the Commission allowing the Company
         and the Guarantors to Consummate an Exchange Offer for such Transfer
         Restricted Securities. The Company and the Guarantors hereby agree to
         pursue the issuance of such a no-action letter or decision to the
         Commission staff level. In connection with the foregoing, the Company
         and the Guarantors hereby agree to take all such other actions as may
         be requested by the Commission or otherwise required by the Commission
         in connection with the issuance of such decision, including without
         limitation (A) participating in telephonic conferences with the
         Commission, (B) delivering to the Commission staff an analysis prepared
         by counsel to the Company setting forth the legal bases, if any, upon
         which such counsel has concluded that such an Exchange Offer should be
         permitted and (C) diligently pursuing a resolution (which need not be
         favorable) by the Commission staff; provided that this Section 6(a)(i)
         shall not restrict or limit the Company and the Guarantors from
         complying with the requirements of Section 4, including filing and
         making effect a Shelf Registration Statement before obtaining a
         no-action letter or other decision or resolution from the Commission or
         the staff of the Commission.

                  (ii) As a condition to its participation in the Exchange
         Offer, each Holder of Transfer Restricted Securities (including,
         without limitation, any Holder who is a Broker-Dealer) shall furnish,
         upon the request of the Company, prior to the Consummation of the
         Exchange Offer, a written representation to the Company and the
         Guarantors (which may be contained in the letter of transmittal
         contemplated by the Exchange Offer Registration Statement) to the
         effect that (A) it is not an Affiliate of the Company, (B) it is not
         engaged in, and does not intend to engage in, and has no arrangement or
         understanding with any person to participate in, a distribution of the
         Exchange Notes to be issued in the Exchange Offer and (C) it is
         acquiring the Exchange Notes in its ordinary course of business. As a
         condition to its participation in the Exchange Offer each Holder using
         the Exchange Offer to participate in a distribution of the Exchange
         Notes shall acknowledge and agree that, if the resales are of Exchange
         Notes obtained by such Holder in exchange for Initial Notes acquired
         directly from the Company or an Affiliate thereof, it (1) could not,
         under Commission policy as in effect on the date of this Agreement,
         rely on the position of the Commission enunciated in Morgan Stanley and
         Co., Inc. (available June 5, 1991) and Exxon Capital Holdings
         Corporation (available May 13, 1988), as interpreted in the
         Commission's letter to Shearman & Sterling dated July 2, 1993, and

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         similar no-action letters (including, if applicable, any no-action
         letter obtained pursuant to clause (i) above), and (2) must comply with
         the registration and prospectus delivery requirements of the Act in
         connection with a secondary resale transaction and that such a
         secondary resale transaction must be covered by an effective
         registration statement containing the selling security holder
         information required by Item 507 or 508, as applicable, of Regulation
         S-K.

                  (iii) Prior to effectiveness of the Exchange Offer
         Registration Statement, the Company and the Guarantors shall, upon
         request of the Commission, provide a supplemental letter to the
         Commission (A) stating that the Company and the Guarantors are
         registering the Exchange Offer in reliance on the position of the
         Commission enunciated in Exxon Capital Holdings Corporation (available
         May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as
         interpreted in the Commission's letter to Shearman & Sterling dated
         July 2, 1993, and, if applicable, any no-action letter obtained
         pursuant to clause (i) above, (B) including a representation that
         neither the Company nor any Guarantor has entered into any arrangement
         or understanding with any Person to distribute the Exchange Notes to be
         received in the Exchange Offer and that, to the best of the Company's
         and each Guarantor's information and belief, each Holder participating
         in the Exchange Offer is acquiring the Exchange Notes in its ordinary
         course of business and has no arrangement or understanding with any
         Person to participate in the distribution of the Exchange Notes
         received in the Exchange Offer and (C) any other undertaking or
         representation required by the Commission as set forth in any no-action
         letter obtained pursuant to clause (i) above, if applicable.

         (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company and the Guarantors shall:

                  (i) comply with all the provisions of Section 6(c) below and
         use all commercially reasonable efforts to effect such registration to
         permit the sale of the Transfer Restricted Securities being sold in
         accordance with the intended method or methods of distribution thereof
         (as indicated in the information furnished to the Company pursuant to
         Section 4(b) hereof), and pursuant thereto the Company and the
         Guarantors will prepare and file with the Commission a Registration
         Statement relating to the registration on any appropriate form under
         the Act, which form shall be available for the sale of the Transfer
         Restricted Securities in accordance with the intended method or methods
         of distribution thereof within the time periods and otherwise in
         accordance with the provisions hereof, and

                  (ii) issue, upon the request of any Holder or purchaser of
          Initial Notes covered by any Shelf Registration Statement contemplated
          by this Agreement, Exchange Notes having an aggregate principal amount
          equal to the aggregate principal amount of Initial Notes sold pursuant
          to the Shelf Registration Statement and surrendered to the Company for
          cancellation; the Company shall register Exchange Notes on the Shelf
          Registration Statement for this purpose and issue the Exchange Notes
          to the purchaser(s) of securities subject to the Shelf Registration
          Statement in the names as such purchaser(s) shall designate.

         (c) General Provisions. In connection with any Registration Statement
and any related Prospectus required by this Agreement, the Company and the
Guarantors shall:

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                  (i) use all commercially reasonable efforts to keep such
         Registration Statement continuously effective and provide all requisite
         financial statements for the period specified in Section 3 or 4 of this
         Agreement, as applicable. Upon the occurrence of any event that would
         cause any such Registration Statement or the Prospectus contained
         therein (A) to contain an untrue statement of material fact or omit to
         state any material fact necessary to make the statements therein not
         misleading or (B) not to be effective and usable for resale of Transfer
         Restricted Securities during the period required by this Agreement, the
         Company and the Guarantors shall file promptly an appropriate amendment
         to such Registration Statement or supplement to the Prospectus curing
         such defect, and, if Commission review is required of any such
         amendment, use all commercially reasonable efforts to cause such
         amendment to be declared effective as soon as practicable;

                  (ii) prepare and file with the Commission such amendments and
         post-effective amendments to the applicable Registration Statement as
         may be necessary to keep such Registration Statement effective for the
         applicable period set forth in Section 3 or 4 hereof, as the case may
         be; cause the Prospectus to be supplemented by any required Prospectus
         supplement, and as so supplemented to be filed pursuant to Rule 424
         under the Act, and to comply fully with Rules 424 and 430A, as
         applicable, under the Act in a timely manner; and comply with the
         provisions of the Act with respect to the disposition of all securities
         covered by such Registration Statement during the applicable period in
         accordance with the intended method or methods of distribution by the
         sellers thereof set forth in such Registration Statement or supplement
         to the Prospectus;

                  (iii) advise each Holder promptly and, if requested by such
         Holder, confirm such advice in writing, (A) when the Prospectus or any
         Prospectus supplement or post-effective amendment to the Registration
         Statement has been filed, and, with respect to any applicable
         Registration Statement or any post-effective amendment thereto, when
         the same has become effective, (B) of any request by the Commission for
         amendments to the Registration Statement or amendments or supplements
         to the Prospectus or for additional information relating thereto, (C)
         of the issuance by the Commission of any stop order suspending the
         effectiveness of the Registration Statement under the Act or of the
         suspension by any state securities commission of the qualification of
         the Transfer Restricted Securities for offering or sale in any
         jurisdiction, or the initiation of any proceeding for any of the
         preceding purposes, and (D) of the existence of any fact or the
         happening of any event that makes any statement of a material fact made
         in the Registration Statement, the Prospectus, any amendment or
         supplement thereto or any document incorporated by reference therein
         untrue, or that requires the making of any additions to or changes in
         the Registration Statement in order to make the statements therein not
         misleading, or that requires the making of any additions to or changes
         in the Prospectus in order to make the statements therein, in the light
         of the circumstances under which they were made, not misleading;
         provided that any notice required pursuant to this Section 6(c)(iii)
         shall be provided by the Company on its behalf and on behalf of the
         Guarantors. If at any time the Commission shall issue any stop order
         suspending the effectiveness of the Registration Statement, or any
         state securities commission or other regulatory authority shall issue
         an order suspending the qualification or exemption from qualification
         of the Transfer Restricted Securities under state securities or Blue
         Sky laws,

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         the Company and the Guarantors shall use all commercially reasonable
         efforts to obtain the withdrawal or lifting of such order at the
         earliest possible time;

                  (iv) subject to Section 6(c)(i), if any fact or event
         contemplated by Section 6(c)(iii)(D) above shall exist or have
         occurred, prepare a supplement or amendment to the Registration
         Statement or related Prospectus or any document incorporated therein by
         reference or file any other required document so that, as thereafter
         delivered to the purchasers of Transfer Restricted Securities, the
         Prospectus will not contain an untrue statement of a material fact or
         omit to state any material fact necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading;

                  (v) furnish to each Holder in connection with such exchange or
         sale, if any, before filing with the Commission, copies of any
         Registration Statement or any Prospectus included therein or any
         amendments or supplements to any such Registration Statement or
         Prospectus (including all documents incorporated by reference after the
         initial filing of such Registration Statement), which documents, upon
         such Holders' request, will be subject to the review and comment of
         such Holders in connection with such sale, if any, for a period of at
         least five Business Days, and the Company will not file any such
         Registration Statement or Prospectus or any amendment or supplement to
         any such Registration Statement or Prospectus (including all such
         documents incorporated by reference) to which such Holders shall
         reasonably object within five Business Days after the receipt thereof.
         A Holder shall be deemed to have reasonably objected to such filing if
         such Registration Statement, amendment, Prospectus or supplement, as
         applicable, as proposed to be filed, contains an untrue statement of a
         material fact or omits any material fact necessary to make the
         statements therein not misleading or fails to comply with the
         applicable requirements of the Act;

                  (vi) promptly prior to the filing of any document that is to
         be incorporated by reference into a Registration Statement or
         Prospectus in connection with such exchange or sale, if any, provide
         copies of such document to each Holder, make the Company's and the
         Guarantors' representatives available for discussion of such document
         and other customary due diligence matters, and include such information
         in such document prior to the filing thereof as such Holders may
         reasonably request;

                  (vii) make available, at reasonable times, for inspection by
         each Holder and any attorney or accountant retained by such Holders at
         the offices at which such information normally is kept during normal
         business hours, all financial and other records, pertinent corporate
         documents of the Company and the Guarantors and cause the Company's and
         the Guarantors' officers, directors and employees to supply all
         information reasonably requested by any such Holder, attorney or
         accountant in connection with such Registration Statement or any
         post-effective amendment thereto subsequent to the filing thereof and
         prior to its effectiveness;

                  (viii) if requested by any Holders in connection with such
         exchange or sale, promptly include in any Registration Statement or
         Prospectus, pursuant to a supplement or post-effective amendment if
         necessary, such information as such Holders may reasonably request to
         have included therein, including, without limitation, information
         relating to the "Plan of Distribution" of the Transfer Restricted
         Securities; and make all

                                        x

<PAGE>

         required filings of such Prospectus supplement or post-effective
         amendment as soon as practicable after the Company is notified of the
         matters to be included in such Prospectus supplement or post-effective
         amendment;

                  (ix) furnish to each Holder in connection with such exchange
         or sale, without charge, at least one copy of the Registration
         Statement, as first filed with the Commission, and of each amendment
         thereto, including all documents incorporated by reference therein and
         all exhibits (including exhibits incorporated therein by reference);

                  (x) deliver to each Holder without charge, as many copies of
         the Prospectus (including each preliminary prospectus) and any
         amendment or supplement thereto as such Persons reasonably may request;
         the Company and the Guarantors hereby consent to the use (in accordance
         with law) of the Prospectus and any amendment or supplement thereto by
         each selling Holder in connection with the offering and the sale of the
         Transfer Restricted Securities covered by the Prospectus or any
         amendment or supplement thereto;

                  (xi) upon the request of any Holder, enter into such
         agreements (including underwriting agreements) and make such
         representations and warranties and take all such other actions in
         connection therewith in order to expedite or facilitate the disposition
         of the Transfer Restricted Securities pursuant to any applicable
         Registration Statement contemplated by this Agreement as may be
         reasonably requested by any Holder in connection with any sale or
         resale pursuant to any applicable Registration Statement. In such
         connection, the Company and the Guarantors shall:

                           (A) upon request of any Holder, furnish (or, in the
                  case of paragraphs (2), (3) and (4), use all commercially
                  reasonable efforts to cause to be furnished) to each Holder,
                  upon the effectiveness of the Shelf Registration Statement:

                                    (1) a certificate, dated such date, signed
                           on behalf of the Company, in form and substance
                           reasonably satisfactory to the Initial Purchaser,
                           including such matters as such Holders may reasonably
                           request;

                                    (2) an opinion, dated the date of
                           effectiveness of the Shelf Registration Statement, of
                           counsel for the Company and the Guarantors, in form
                           and substance reasonably satisfactory to the Initial
                           Purchaser and counsel for the Initial Purchaser, to
                           the effect set forth in Exhibit A to the Purchase
                           Agreement and such other similar matters as such
                           Holders may reasonably request;

                                    (3) an opinion, dated the date of
                           effectiveness of the Shelf Registration Statement, of
                           Nevada counsel for the Company and the Guarantors, in
                           form and substance reasonably satisfactory to the
                           Initial Purchaser and counsel for the Initial
                           Purchaser, to the effect set forth in Exhibit B to
                           the Purchase Agreement and such other similar matters
                           as such Holders may reasonably request;

                                    (4) a customary comfort letter, dated the
                           date of effectiveness of the Shelf Registration
                           Statement, from the Company's independent

                                       xi

<PAGE>

                           accountants, in the customary form and covering
                           matters of the type customarily covered in comfort
                           letters to underwriters in connection with
                           underwritten offerings, and affirming the matters set
                           forth in the comfort letters delivered pursuant to
                           Section 8(i) of the Purchase Agreement, provided that
                           any Holder so requesting a comfort letter confirms in
                           writing to the Company's independent accountants that
                           it is of the class of persons entitled to receive a
                           comfort letter under applicable accounting standards
                           or pronouncements; and

                           (B) deliver such other documents and certificates as
                  may be reasonably requested by the selling Holders to evidence
                  compliance with clause (A) above and with any customary
                  conditions contained in the any agreement entered into by the
                  Company and the Guarantors pursuant to this clause (xi);

                  (xii) prior to any public offering of Transfer Restricted
         Securities, cooperate with the selling Holders and their counsel in
         connection with the registration and qualification of the Transfer
         Restricted Securities under the securities or Blue Sky laws of such
         jurisdictions as the selling Holders may reasonably request and do any
         and all other acts or things necessary or advisable to enable the
         disposition in such jurisdictions of the Transfer Restricted Securities
         covered by the applicable Registration Statement; provided, however,
         that neither the Company nor any Guarantor shall be required to
         register or qualify as a foreign corporation where it is not now so
         qualified or to take any action that would subject it to the service of
         process in suits or to taxation, other than as to matters and
         transactions relating to the Registration Statement, in any
         jurisdiction where it is not now so subject;

                  (xiii) in connection with any sale of Transfer Restricted
         Securities that will result in such securities no longer being Transfer
         Restricted Securities, cooperate with the Holders to facilitate the
         timely preparation and delivery of certificates representing Transfer
         Restricted Securities to be sold and not bearing any restrictive
         legends; and to register such Transfer Restricted Securities in such
         denominations and such names as the selling Holders may request at
         least two Business Days prior to such sale of Transfer Restricted
         Securities;

                  (xiv) use all commercially reasonable efforts to cause the
         disposition of the Transfer Restricted Securities covered by the
         Registration Statement to be registered with or approved by such other
         governmental agencies or authorities as may be necessary to enable the
         seller or sellers thereof to consummate the disposition of such
         Transfer Restricted Securities, subject to the proviso contained in
         clause (xii) above;

                  (xv) obtain a CUSIP number for all Transfer Restricted
         Securities not later than the effective date of a Registration
         Statement covering such Transfer Restricted Securities and provide the
         Trustee under the Indenture with printed certificates for the Transfer
         Restricted Securities which are in a form eligible for deposit with the
         Depository Trust Company;

                  (xvi) otherwise use all commercially efforts to comply with
         all applicable rules and regulations of the Commission, and make
         generally available to its security holders with regard to any
         applicable Registration Statement, as soon as practicable, a

                                      xii

<PAGE>

         consolidated earnings statement meeting the requirements of Rule 158
         under the Act (which need not be audited) covering a twelve-month
         period beginning after the effective date of the Registration Statement
         (as such term is defined in paragraph (c) of Rule 158 under the Act);

                  (xvii) cause the Indenture to be qualified under the TIA not
         later than the effective date of the first Registration Statement
         required by this Agreement and, in connection therewith, cooperate with
         the Trustee and the Holders to effect such changes to the Indenture as
         may be required for such Indenture to be so qualified in accordance
         with the terms of the TIA; and execute and use all commercially
         reasonable efforts to cause the Trustee to execute, all documents that
         may be required to effect such changes and all other forms and
         documents required to be filed with the Commission to enable such
         Indenture to be so qualified in a timely manner; and

                  (xviii) provide promptly to each Holder, upon request, each
         document filed with the Commission pursuant to the requirements of
         Section 13 or Section 15(d) of the Exchange Act.

         (d) Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact
of the kind described in Section 6(c)(iii)(D) hereof (in each case, a
"SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the applicable Registration Statement
until (i) such Holder has received copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is
advised in writing by the Company that the use of the Prospectus may be resumed,
and has received copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT
DATE"). Each Holder receiving a Suspension Notice hereby agrees that it will
either (i) destroy any Prospectuses, other than permanent file copies, then in
such Holder's possession which have been replaced by the Company with more
recently dated Prospectuses or (ii) deliver to the Company (at the Company's
expense) all copies, other than permanent file copies, then in such Holder's
possession of the Prospectus covering such Transfer Restricted Securities that
was current at the time of receipt of the Suspension Notice. The time period
regarding the effectiveness of such Registration Statement set forth in Section
3 or 4 hereof, as applicable, shall be extended by a number of days equal to the
number of days in the period from and including the date of delivery of the
Suspension Notice to the Recommencement Date.

SECTION 7. REGISTRATION EXPENSES

         (a) All expenses incident to the Company's and the Guarantors'
performance of or compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement becomes effective, including
without limitation: (i) all registration and filing fees and expenses; (ii) all
fees and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing certificates
for the Exchange Notes to be issued in the Exchange Offer and printing of
Prospectuses), messenger and delivery services and telephone; (iv) all fees and
disbursements of counsel for the Company, the Guarantors and the Holders of
Transfer Restricted Securities; (v) all application and filing fees in
connection with listing the Exchange Notes on a national securities exchange or
automated quotation system pursuant to the requirements hereof; and (vi) all
fees and disbursements of

                                      xiii

<PAGE>

independent certified public accountants of the Company and the Guarantors
(including the expenses of any special audit and comfort letters required by or
incident to such performance).

         The Company will, in any event, bear its and the Guarantors' internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expenses of
any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company or the Guarantors.

         Anything contained herein to the contrary notwithstanding, the Company
and the Guarantors shall not have any obligation whatsoever in respect of any
brokerage commissions, dealers' selling concessions, transfer taxes or, except
as otherwise expressly set forth herein, any other selling expenses incurred in
connection herewith or the Exchange Offer or sale of Transfer Restricted Notes,
Initial Notes or Exchange Notes.

         (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company and the Guarantors
will reimburse the Initial Purchaser and the Holders of Transfer Restricted
Securities who are tendering Initial Notes in the Exchange Offer and/or selling
or reselling Initial Notes or Exchange Notes pursuant to the "Plan of
Distribution" contained in the Exchange Offer Registration Statement or the
Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Latham & Watkins LLP,
unless another firm shall be chosen by the Holders of a majority in principal
amount of the Transfer Restricted Securities for whose benefit such Registration
Statement is being prepared; provided that the Company's and the Guarantors'
reimbursement obligation relating to such fees and disbursements shall not
exceed $15,000.

SECTION 8. INDEMNIFICATION

         (a) Indemnification by Company. The Company and the Guarantors agree,
jointly and severally, to indemnify and hold harmless each Holder, its
directors, officers and each Person, if any, who controls such Holder (within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act), from
and against any and all losses, claims, damages, liabilities, judgments,
(including without limitation, any reasonable legal or other expenses incurred
in connection with investigating or defending any matter, including any action
that could give rise to any such losses, claims, damages, liabilities or
judgments) caused by any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement, preliminary prospectus or
Prospectus (or any amendment or supplement thereto) provided by the Company to
any Holder or any prospective purchaser of Exchange Notes or registered Initial
Notes, or caused by any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as such losses, claims, damages, liabilities or
judgments are caused by an untrue statement or omission or alleged untrue
statement or omission that is based upon information relating to any of the
Holders furnished in writing to the Company by any of the Holders.

         (b) Indemnification by Holders. Each Holder of Transfer Restricted
Securities agrees, severally and not jointly, to indemnify and hold harmless the
Company and the Guarantors, and their respective directors and officers, and
each person, if any, who controls (within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act) the Company, or the Guarantors to the same
extent as the foregoing indemnity from the Company and the

                                      xiv

<PAGE>

Guarantors set forth in section (a) above, but only with reference to
information relating to such Holder furnished in writing to the Company by such
Holder expressly for use in any Registration Statement. In no event shall any
Holder, its directors, officers or any Person who controls such Holder be liable
or responsible for any amount in excess of the amount by which the total amount
received by such Holder with respect to its sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds (i) the amount paid by
such Holder for such Transfer Restricted Securities and (ii) the amount of any
damages that such Holder, its directors, officers or any Person who controls
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.

         (c) Notice. In case any action shall be commenced involving any person
in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b)
(the "INDEMNIFIED PARTY"), the indemnified party shall promptly notify the
person against whom such indemnity may be sought (the "INDEMNIFYING PERSON") in
writing and the indemnifying party shall assume the defense of such action,
including the employment of counsel reasonably satisfactory to the indemnified
party and the payment of all fees and expenses of such counsel, as incurred
(except that in the case of any action in respect of which indemnity may be
sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be required
to assume the defense of such action pursuant to this Section 8(c), but may
employ separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel, except as provided below, shall be at the expense of
the Holder). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified party
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to
any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party shall have been
advised by counsel that there may be one or more legal defenses available to it
which are different from or additional to those available to the indemnifying
party (in which case the indemnifying party shall not have the right to assume
the defense of such action on behalf of the indemnified party). In any such
case, the indemnifying party shall not, in connection with any one action or
separate but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all indemnified parties and all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be designated
in writing by a majority of the Holders, in the case of the parties indemnified
pursuant to Section 8(a), and by the Company and Guarantors, in the case of
parties indemnified pursuant to Section 8(b). The indemnifying party shall
indemnify and hold harmless the indemnified party from and against any and all
losses, claims, damages, liabilities and judgments by reason of any settlement
of any action effected with its written consent; provided that such consent was
not unreasonably withheld. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement or compromise
of, or consent to the entry of judgment with respect to, any pending or
threatened action in respect of which the indemnified party is or could have
been a party and indemnity or contribution may be or could have been sought
hereunder by the indemnified party, unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability on claims that are or could have been the subject matter of such
action and (ii) does not

                                       xv

<PAGE>

include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.

         (d) Contribution. To the extent that the indemnification provided for
in this Section 8 is unavailable to an indemnified party in respect of any
losses, claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or judgments (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company and
the Guarantors, on the one hand, and the Holders, on the other hand, from their
sale of Transfer Restricted Securities or (ii) if the allocation provided by
clause 8(d)(i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
8(d)(i) above but also the relative fault of the Company and the Guarantors, on
the one hand, and of the Holder, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations. The relative fault of the Company and the Guarantors, on the one
hand, and of the Holder, on the other hand, shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or such Guarantor, on the one hand, or by
the Holder, on the other hand, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and judgments referred to above shall be deemed to
include, subject to the limitations set forth in the second paragraph of Section
8(a), any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim.

         The Company, the Guarantors and each Holder agree that it would not be
just and equitable if contribution pursuant to this Section 8(d) were determined
by pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any matter, including any
action that could have given rise to such losses, claims, damages, liabilities
or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the total received by such Holder with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages which such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 8(d) are several in
proportion to the respective principal amount of Transfer Restricted Securities
held by each Holder hereunder and not joint.

                                       xvi

<PAGE>

SECTION 9. RULE 144A AND RULE 144

         The Company and each Guarantor agrees with each Holder, for so long as
any Transfer Restricted Securities remain outstanding and during any period in
which the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of
the Exchange Act, to make available, upon request of any Holder, to such Holder
or beneficial owner of Transfer Restricted Securities in connection with any
sale thereof and any prospective purchaser of such Transfer Restricted
Securities designated by such Holder or beneficial owner, the information
required by Rule 144A(d)(4) under the Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to
Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby
in a timely manner in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144.

SECTION 10. MISCELLANEOUS

         (a) Remedies. The Company and the Guarantors acknowledge and agree that
any failure by the Company and/or the Guarantors to comply with their respective
obligations under Sections 3 and 4 hereof may result in material irreparable
injury to the Initial Purchaser or the Holders for which there is no adequate
remedy at law, that it will not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, the Initial Purchaser or
any Holder may obtain such relief as may be required to specifically enforce the
Company's and the Guarantors' obligations under Sections 3 and 4 hereof. The
Company and the Guarantors further agree to waive the defense in any action for
specific performance that a remedy at law would be adequate.

         (b) No Inconsistent Agreements. Neither the Company nor any Guarantor
will, on or after the date of this Agreement, enter into any agreement with
respect to its securities that is inconsistent with the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof.
Neither the Company nor any Guarantor has previously entered into, or is
currently a party to, any agreement granting any registration rights with
respect to its securities to any Person that would require such securities to be
included in any Registration Statement filed hereunder. The rights granted to
the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company's and the Guarantors'
securities under any agreement in effect on the date hereof.

         (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 10(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities (except that in the
event Holders of less than all outstanding Transfer Restricted Securities
provide their written consent, such amendment, modification or supplement and
waiver or consent shall only be enforceable against such Holders that provided
their written consent) and (ii) in the case of all other provisions hereof, the
Company has obtained the written consent of Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities (excluding
Transfer Restricted Securities held by the Company or its Affiliates).
Notwithstanding the foregoing, a waiver or consent to departure from the
provisions hereof that relates exclusively to the rights of Holders whose
Transfer Restricted Securities are being tendered pursuant to the Exchange
Offer, and that does not affect directly or indirectly the rights of other
Holders whose Transfer Restricted Securities are not being tendered pursuant to
such

                                      xvii

<PAGE>

Exchange Offer, may be given by the Holders of a majority of the outstanding
principal amount of Transfer Restricted Securities subject to such Exchange
Offer.

         (d) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Initial Purchaser, on the other hand, and
shall have the right to enforce such agreements directly to the extent they may
deem such enforcement necessary or advisable to protect its rights or the rights
of Holders hereunder.

         (e) Acquired Entities to Sign Agreement. At the Acquisition Date, any
subsidiary of the Company formed or acquired in connection with the Acquisition
that executes a guarantee of the Notes in accordance with the terms of the
Indenture shall become a party to this Agreement as a Guarantor as if it were a
Guarantor as of the date hereof and shall execute and deliver Addendum A
attached hereto and deliver any certificates, opinions or other deliverables
that would have been required if it were a Guarantor on the date hereof.

         (f) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telecopier or air courier
guaranteeing overnight delivery:

                  (i) if to a Holder, at the address set forth on the records of
         the Registrar under the Indenture, with a copy to the Registrar under
         the Indenture; and

                  (ii) if to the Company or the Guarantors:

                           American Casino & Entertainment Properties LLC
                           2000 Las Vegas Boulevard South
                           Las Vegas, Nevada 89104
                           Telecopier No.: (702) 383-4738
                           Attention: Chief Financial Officer

                           With a copy to:

                           Piper Rudnick LLP
                           1251 Avenue of the Americas
                           New York, New York 10020
                           Telecopier No.: (212) 884-8448
                           Attention: Steven L. Wasserman, Esq.

         All notices and communications will be deemed to have been duly given:
at the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt acknowledged in writing, if telecopied; and on the next
Business Day, if timely delivered to an overnight air courier guaranteeing next
day delivery.

         Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

                                     xviii

<PAGE>

         (g) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Transfer Restricted Securities; provided that nothing
herein shall be deemed to permit any assignment, transfer or other disposition
of Transfer Restricted Securities in violation of the terms hereof or of the
Purchase Agreement, the terms of the offering described in the Offering
Memorandum under the caption "Notice to Investors" or the Indenture. If any
transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.

         (h) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (i) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (j) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

         (k) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

         (l) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

                                      xix

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                        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

BEAR, STEARNS & CO. INC.

By: /s/ Stephen A. Mongillo
    --------------------------------
    Name: Stephen A. Mongillo
    Title: Senior Managing Director

                                       xx
<PAGE>

                 American Casino & Entertainment Properties LLC
            American Casino & Entertainment Properties Finance Corp.

                                   ADDENDUM TO
                         REGISTRATION RIGHTS AGREEMENT

      This Addendum to the Registration Rights Agreement (this "ADDENDUM") is
made as of May 26,2004 among the Company, the Guarantors listed under the
caption "Guarantors" on Schedule I to the Purchase Agreement (the "GUARANTORS")
and the Initial Purchaser. Terms used, but not defined herein, have the meanings
assigned thereto in the Registration Rights Agreement, dated as of January
29,2004, among the Company and the Initial Purchaser (the "REGISTRATION RIGHTS
AGREEMENT").

      On the date hereof, the Company consummated the Acquisition. The
Registration Rights Agreement provides in Section 10(e) thereof that the
Guarantors shall deliver this Addendum and become parties to the Registration
Rights Agreement upon the consummation of the Acquisition.

                                    AGREEMENT

      In consideration of the mutual promises, covenants and conditions
hereinafter set forth, the parties hereto mutually agree to as follows:

      1.    Registered Exchange Offer. Each Guarantor hereby acknowledges that
such Guarantor has reviewed the Exchange Offer obligations set forth in Section
3 of the Registration Rights Agreement. Each Guarantor agrees that it shall be
bound by the Exchange Offer obligations set forth in Section 3 of the
Registration Rights Agreement as if it were a Guarantor on the date of the
Registration Rights Agreement.

      2.    Shelf Registration. Each Guarantor hereby acknowledges that such
Guarantor has reviewed the Shelf Registration obligations set forth in Section 4
of the Registration Rights Agreement. Each Guarantor agrees that it shall be
bound by the Shelf Registration obligations set forth in Section 4 of the
Registration Rights Agreement as if it were a Guarantor on the date of the
Registration Rights Agreement.

      3.    Liquidated Damages. Each Guarantor hereby acknowledges that such
Guarantor has reviewed the Liquidated Damages obligations set forth in Section 5
of the Registration Rights Agreement. Each Guarantor agrees that it shall be
jointly and severally bound by the Liquidated Damages obligations set forth in
Section 5 of the Registration Rights Agreement as if it were a Guarantor on the
date of the Registration Rights Agreement.

      4.    Registration Procedures. Each Guarantor hereby acknowledges that
such Guarantor has reviewed the registration procedures set forth in Section 6
of the Registration Rights Agreement. Each Guarantor agrees that it shall comply
with the registration procedures set forth in Section 6 of the Registration
Rights Agreement as if it were a Guarantor on the date of the Registration
Rights Agreement.

                                     - 1 -
<PAGE>

      5.    Indemnification. Each Guarantor hereby acknowledges that such
Guarantor has reviewed the indemnification and contribution obligations set
forth in Section 8 of the Registration Rights Agreement. Each Guarantor agrees
that it shall be jointly and severally bound by the indemnification and
contribution obligations set forth in Section 8 of the Registration Rights
Agreement as if it were a Guarantor on the date of the Registration Rights
Agreement.

      6.    Each Guarantor hereby acknowledges that such Guarantor has reviewed
the terms and provisions of the Registration Rights Agreement. Each Guarantor
agrees that it shall be bound by the terms and provisions of the Registration
Rights Agreement as if it were a Guarantor on the date of the Registration
Rights Agreement.

      7.    Counterparts. This Addendum may be executed in various counterparts
which together shall constitute one and the same instrument.

                 [Remainder of page intentionally left blank.]

                                     - 2 -
<PAGE>

The parties hereto have executed this Addendum as of the date first set forth
above.

                             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

                             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

                             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

                ADDENDUM TO REGISTRATION RIGHTS AGREEMENT

                                     1 OF 3

<PAGE>

                             STRATOSPHERE CORPORATION

                             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 GAMING CORP.

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

                   ADDENDUM TO REGISTRATION RIGHTS AGREEMENT

                                     3 OF 3

<PAGE>

                   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: Denise Barton
                       Title: Chief Financial Officer, Secretary and
                       Treasurer

                   STRATOSPHERE LAND CORPORATION

                   By: /s/ Denise Barton
                       ----------------------------------------------
                       Name: Denise Barton
                       Title: Secretary and Treasurer

                   BEAR, STEARNS & Co. INC.

                   By: /s/ Keith C. Barnish
                       ----------------------------------------------
                       Name: Keith C. Barnish
                       Title: Senior Managing Director

                   ADDENDUM TO REGISTRATION RIGHTS AGREEMENT

                                     3 OF 3