Exhibit 10.1




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##### 



TABLE OF CONTENTS
 PageDEFINITIONS
    
    
    7ARTICLE IGENERAL TERMSSection 1.1. The Loan
    
    
    42Section 1.2. The Term
    
    
    42Section 1.3. Interest and Principal
    
    
    42Section 1.4. Determination of Interest Rate
    
    
    43Section 1.5. Interest Rate Cap Agreements
    
    
    44Section 1.6. Method and Place of Payment
    
    
    45Section 1.7. Regulatory Change
    
    
    45Section 1.8. Taxes
    
    
    46Section 1.9. Release
    
    
    47ARTICLE IIVOLUNTARY PREPAYMENT; ASSUMPTIONSection 2.1. Voluntary Prepayment
    
    
    48Section 2.2. Property Releases
    
    
    50Section 2.3. Prepayments after Default
    
    
    52Section 2.4. Release of Individual Parcels
    
    
    53Section 2.5. Release of Second Floor Space
    
    
    55Section 2.6. Assumption
    
    
    57ARTICLE IIIACCOUNTSSection 3.1. Cash Management Account
    
    
    60Section 3.2. Distributions from Cash Management Account
    
    
    61Section 3.3. Loss Proceeds Account
    
    
    63Section 3.4. Taxes and Insurance Escrow Account
    
    
    63Section 3.5. Surplus Cash Amortization Reserve Account
    
    
    64Section 3.6. FF&E Reserve Account
    
    
    65Section 3.7. Deferred Maintenance and Environmental Escrow Account
    
    
    66Section 3.8. Capital Expenditure Escrow Account
    
    
    68Section 3.9. Excess Cash Flow Reserve Account
    
    
    70Section 3.10. Account Collateral
    
    
    71Section 3.11. Permitted Investments
    
    
    71Section 3.12. Bankruptcy
    
    
    72Section 3.13. Delivery of Documents
    
    
    72
 1




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PageARTICLE IVREPRESENTATIONSSection 4.1. Organization
    
    
    73Section 4.2. Authorization
    
    
    74Section 4.3. No Conflicts
    
    
    74Section 4.4. Consents
    
    
    74Section 4.5. Enforceable Obligations
    
    
    74Section 4.6. No Default
    
    
    74Section 4.7. Payment of Taxes
    
    
    74Section 4.8. Compliance with Law
    
    
    75Section 4.9. ERISA
    
    
    75Section 4.10. Government Regulation
    
    
    75Section 4.11. No Bankruptcy Filing
    
    
    75Section 4.12. Other Debt
    
    
    76Section 4.13. Litigation
    
    
    76Section 4.14. Major Leases; Material Agreements
    
    
    76Section 4.15. Full and Accurate Disclosure
    
    
    77Section 4.16. Financial Condition
    
    
    77Section 4.17. Single-Purpose Requirements
    
    
    77Section 4.18. Location of Chief Executive Offices
    
    
    77Section 4.19. Not Foreign Person
    
    
    77Section 4.20. Labor Matters
    
    
    77Section 4.21. Title
    
    
    77Section 4.22. No Encroachments
    
    
    78Section 4.23. Physical Condition
    
    
    78Section 4.24. Fraudulent Conveyance
    
    
    79Section 4.25. Management
    
    
    79Section 4.26. Condemnation
    
    
    79Section 4.27. Utilities and Public Access
    
    
    79Section 4.28. Environmental Matters
    
    
    80Section 4.29. Assessments
    
    
    80Section 4.30. No Joint Assessment
    
    
    81Section 4.31. Separate Lots
    
    
    81Section 4.32. Permits; Certificate of Occupancy
    
    
    81Section 4.33. Flood Zone
    
    
    81Section 4.34. Security Deposits
    
    
    81Section 4.35. Intentionally Omitted
    
    
    81Section 4.36. Insurance
    
    
    81Section 4.38. Trade Name; Other Intellectual Property
    
    
    82Section 4.39. Embargoed Person
    
    
    83Section 4.40. REAs
    
    
    83Section 4.41. Survival
    
    
    83Section 4.42. Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws
    
    
    83ARTICLE VAFFIRMATIVE COVENANTSSection 5.1. Existence
    
    
    84Section 5.2. Maintenance of Property
    
    
    84
 2




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PageSection 5.3. Compliance with Legal Requirements
    
    
    84Section 5.4. Impositions and Other Claims
    
    
    85Section 5.5. Access to Properties
    
    
    85Section 5.6. Cooperate in Legal Proceedings
    
    
    85Section 5.7. Leases
    
    
    86Section 5.8. Plan Assets, etc.
    
    
    88Section 5.9. Further Assurances
    
    
    88Section 5.10. Management of Collateral
    
    
    88Section 5.11. Certain Notices and Reports
    
    
    90Section 5.12. Annual Financial Statements
    
    
    90Section 5.13. Quarterly Financial Statements
    
    
    90Section 5.14. Monthly Financial Statements
    
    
    91Section 5.15. Insurance
    
    
    92Section 5.16. Casualty and Condemnation
    
    
    96Section 5.17. Annual Budget
    
    
    99Section 5.19. General Indemnity
    
    
    99Section 5.20. Intentionally Omitted
    
    
    100Section 5.21. Intentionally Omitted
    
    
    101Section 5.22. REA Covenants
    
    
    101Section 5.23. Property Agreement Covenants
    
    
    102Section 5.24. Equity Contribution Account
    
    
    102Section 5.25. Gaming Approvals
    
    
    103ARTICLE VINEGATIVE COVENANTSSection 6.1. Liens on the Properties
    
    
    103Section 6.2. Ownership
    
    
    103Section 6.3. Transfer
    
    
    103Section 6.4. Debt
    
    
    104Section 6.5. Dissolution; Merger or Consolidation
    
    
    105Section 6.6. Change In Business
    
    
    105Section 6.7. Debt Cancellation
    
    
    105Section 6.8. Affiliate Transactions
    
    
    105Section 6.9. Misapplication of Funds
    
    
    105Section 6.10. Place of Business
    
    
    105Section 6.11. Modifications and Waivers
    
    
    105Section 6.12. ERISA
    
    
    106Section 6.13. Alterations and Expansions
    
    
    106Section 6.14. Advances and Investments
    
    
    107Section 6.15. Single-Purpose Entity
    
    
    107Section 6.16. Zoning and Uses
    
    
    107Section 6.17. Waste
    
    
    108Section 6.18. Intentionally Omitted
    
    
    108Section 6.19. Distributions
    
    
    108Section 6.20. Financial Covenants
    
    
    108
 3




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PageARTICLE VIIDEFAULTSSection 7.1. Event of Default
    
    
    108Section 7.2. Remedies
    
    
    113Section 7.3. No Waiver
    
    
    114Section 7.4. Application of Payments after an Event of Default
    
    
    114ARTICLE VIIICONDITIONS PRECEDENTSection 8.1. Conditions Precedent to Closing
    
    
    114ARTICLE IXMISCELLANEOUSSection 9.1. Successors
    
    
    116Section 9.2. Governing Law
    
    
    116Section 9.3. Modification, Waiver in Writing
    
    
    117Section 9.4. Notices
    
    
    118Section 9.5. Trial By Jury
    
    
    120Section 9.6. Headings
    
    
    120Section 9.7. Assignment and Participation
    
    
    120Section 9.8. Severability
    
    
    123Section 9.9. Preferences
    
    
    123Section 9.10. [Intentionally Omitted]
    
    
    123Section 9.11. Offsets, Counterclaims and Defenses
    
    
    123Section 9.12. No Joint Venture
    
    
    124Section 9.13. Conflict; Construction of Documents
    
    
    124Section 9.14. Brokers and Financial Advisors
    
    
    124Section 9.15. Counterparts
    
    
    124Section 9.16. Estoppel Certificates
    
    
    124Section 9.17. Payment of Expenses; Mortgage Recording Taxes
    
    
    124Section 9.18. No Third-Party Beneficiaries
    
    
    125Section 9.19. Recourse
    
    
    126Section 9.20. Right of Set-Off
    
    
    127Section 9.21. Exculpation of Lender
    
    
    127Section 9.22. Servicer
    
    
    128Section 9.23. Prior Agreements
    
    
    128Section 9.24. Purchase of Loan by Sponsor
    
    
    128Section 9.25. No Fiduciary Duty
    
    
    130Section 9.26. Confidentiality
    
    
    130Section 9.27. Patriot Act Records
    
    
    131ARTICLE XAGENTSSection 10.1. Appointment
    
    
    131Section 10.2. Delegation of Duties
    
    
    133Section 10.3. Exculpatory Provisions
    
    
    133
 4




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PageSection 10.4. Reliance by Agents
    
    
    133Section 10.5. Credit Decision
    
    
    134Section 10.6. Non-Reliance on Agents
    
    
    134Section 10.7. Indemnification
    
    
    135Section 10.8. Agents in Their Individual Capacity
    
    
    136Section 10.9. Successor Agents
    
    
    136Section 10.10. Standard of Care of the Collateral Agent; etc.
    
    
    137Section 10.11. Standard of Care of the Administrative Agent; etc.
    
    
    138Section 10.10 Electronic Communication
    
    
    139Section 10.13 Actions by the Collateral Agent and the Administrative Agent
    
    
    140Section 10.14 Payment of Expenses and Indemnity
    
    
    141Section 10.15 Marshalling
    
    
    142
 5




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Exhibits
 A
    
    Form of Cash Management AgreementB
    
    Second Floor SpaceC
    
    Form of Subordination, Non-Disturbance and Attornment AgreementD
    
    Form of Subordination of Property Management AgreementE-1
    
    Form of Cash Flow Analysis (Restricted Parties)E-2
    
    Form of Cash Flow AnalysisF
    
    Form of Narrative Description (Quarterly)G
    
    OpCo Pledge and Security AgreementH
    
    Form of Account Control AgreementI
    
    Form of Assignment and Assumption AgreementJ
    
    Form of Debt to EBITDA CertificateK
    
    Holdings LLC AgreementL
    
    Disbursement Instructions
 Schedules
 A
    
    PropertiesA-1 Stratosphere Hotel & CasinoA-2 Aquarius CasinoA-3 Arizona Charlies DecaturA-4 Arizona Charlies BoulderB
    
    Exception ReportC
    
    Liquor LicensesD
    
    Material AgreementsE-1
    
    Allocated Loan AmountsE-2
    
    Groupings for Release ParcelsF
    
    [Intentionally Omitted]G
    
    Organizational ChartH
    
    Competitor AssigneesI
    
    [Intentionally Omitted]J
    
    [Intentionally Omitted]K
    
    Approved Property ManagersL
    
    Gaming LicensesM
    
    Intellectual PropertyN
    
    Approved Cash Management Banks
 6




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Initial Lender Co-Borrower Borrower Collateral Agent Administrative Agent
 RECITALS
     DEFINITIONS
  Acceptable Counterparty
 Accepted Administrative Agent Practices
 7




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##### 



Accepted Collateral Agent Practices
 Account Collateral
 Account Control Agreement Exhibit H
 ACEP Borrower
 Administrative Agent
 Affiliate
 Agent Agents
 Agent Fee Agreements
 Agent-Related Persons Section
10.3.
 Agreement
 Allocated Loan Amount Schedule E-1 Schedule E-2 Section 2.1 Section 3.9(d) Section 2.4 pro rata
 ALTA
 8




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##### 



Alteration
 Annual Budget
 Applicable Interest Rate
 Appraisal
 Approved Annual Budget Section 5.17
 Approved Management Agreement Section
5.10(a)
 Approved Property Manager Schedule K Sections 5.10(d) 5.10(e).
 Assignment Section 9.7(b)
 Assignment of Interest Rate Cap Agreement
 Assumed Note Rate Section 2.1(a)
 Assumed Note Rate Payment Section
2.1(a)
 Assumed Note Rate Period Section
2.1(a)
 9




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##### 



Assumption Section 2.6
 Bankruptcy Code Section 7.1(d)
 Blocked Account Agreement Section
3.1(b)
 Blocked Accounts Section 3.1(b)
 Borrower
 Borrower
Election Amount Section 3.2(d)
 Business Day Business Day
 Capital Expenditure
 Capital Expenditure Amount
 Capital Expenditure Reserve Account Section 3.8(a)
 Cash Management Account Section 3.1(a)
 Cash Management Agreement Exhibit A
 Cash Management Bank
 Casino Components
 Casino Comps
 10




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##### 



Casino Discounts plus plus
 Casino Lessee Borrower
 Casino Operating Lease Schedules A-1 A-4
 Casino Participation Expenses
 Casino Progressive Expenses
 Casino Promotional Amount plus plus plus
 Casualty
 Certificates
 Change of Control
 Closing Date
 11




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##### 



Code
 Collateral
 Collateral Accounts
 Collateral Agent
 Collateral Assignment of Intellectual Property
 Competitor Assignee Schedule H
 Condemnation
 Consolidated Net Income
 Contingent Obligation
 Control Controlled Controlling
 12




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##### 



Cooperation Agreement
 Damages
 Debt
       Debt Service times plus
 Debt to EBITDA
 Debt to EBITDA Covenant Quotient
     13




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##### 



Default
 Default Rate
 Deferred Maintenance Letter
 Deferred Maintenance Amount
 Deferred Maintenance and Environmental Reserve Account Section 3.7(a)
 Deferred Maintenance Conditions
 DSCR
 Easement Areas Section 4.27(ii)
 EBITDA plus
 14




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##### 



minus
 Eligible Account
 Eligible Assignee provided
 Eligible Institution
 Embargoed Person Section 4.39
 Engineering Report
 Environmental Claim
 15




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##### 



Environmental Indemnity
 Environmental Laws Environmental Law
 Environmental Reports
 Equity Collateral
 Equity Contribution Account Section
5.24
 ERISA
 16




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##### 



ERISA Affiliate
 Event of Default Section 7.1
 Exception Report Schedule B Article IV
 Excess Cash Flow Reserve Account Section
3.9(a)
 Excluded Tax
 Existing Engineering Reports
 FF&E
 FF&E Reserve Account Section 3.6(a)
 FF&E Upfront Reserve Amount
 Fiscal Quarter
 17




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##### 



Fiscal Year
 Fitch
 Form W-8BEN
 Form W-8ECI
 GAAP
 Gaming Authorities
 Gaming Equipment
  Gaming Equipment Facility Agreements 
 Gaming Laws
 18




---



##### 



Gaming License
 Gaming Liquidity Requirements
 Gaming Operating Reserve provided however
 Gaming Operating Reserve Excess
 Governmental Authority
 Gross Revenue ,
 19




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##### 



less
 Hazardous Substances
 Holdings LLC Agreement Section 5.25
 Highgate Subordination Agreement
 Hotel Operating Lease Schedule A-1 A-4
 Hotel Lessee Borrower
 Increased Costs Section 1.7
 Indebtedness
 20




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##### 



Indemnified Liabilities Section
9.19(b)
 Indemnified Parties Section 5.19(a)
 Independent Director
      Initial Lender
 Initial Payment Date
 Insurance Requirements
 21




---



##### 



Interest Accrual Period
 Interest Determination Date
 Interest Rate Cap Agreement
 Lease
 Legal Requirements
 Lender Section 9.7
 22




---



##### 



Lessee Borrower
 Lessee Pledge Section 5.25
 LIBOR
  Reference Bank
Rate
  LIBOR Loan
 LIBOR Rate of Interest plus
 LIBOR Strike Rate
 Lien
 23




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##### 



Liquor Licenses Schedule C
 Loan Section 1.1
 Loan Amount
 Loan Documents
 Loss Proceeds
 Loss Proceeds Account Section 3.3(a)
 Major Lease
 Material Action Section 5.15 Sections 2.2 2.4 5.15
 24




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##### 



5.16 5.17 5.20 5.22 6.5 6.11 6.13 6.16 7.2 Section 5.7 Sections 3.2 3.5 3.6 3.7 3.8 Section 7.4 Section 2.5(a)
 Material Adverse Effect
 Material Agreements
 Material Alteration Section 2.5
 Maturity Date Section 1.2
 25




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##### 



Minimum Working Capital Amount less
 Monthly FF&E Reserve Amount times times
 Moodys
 Mortgage
 Net Proceeds Section 7.1(n) minus Section 7.1(n) Section 7.1(n)
 Non-Unanimous Modifications
 Note(s)
 OFAC List http://www.treas.gov/ofac/t11sdn.pdf
 26




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##### 



Officers Certificate
 Operating Lease
 Overlapping Release Parcels Schedule E-2
 Participation Section 9.7(b)
 Payment Date provided
 Peg Balance Section 3.2(a)
 Permits
 Permitted Debt
     27




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##### 



clause (iv)
     Permitted Encumbrances
  Schedule B
 provided
 provided provided further times
   28




---



##### 



provided
 provided
   Permitted Investments
       29




---



##### 



Person
 Plan Assets
 Pledge Agreement
 Pledged Operating Accounts
 Pledge of Gaming Equipment Facility Agreements
 30




---



##### 



Policies Section 5.15(b)
 Portfolio Material Adverse Effect
 Prepayment Notice Section 2.1(b)
 Prime Rate The Wall Street Journal The Wall Street Journal
 Prime Rate Loan
 Prime Rate of Interest plus
 Prime Rate Spread
 Principal Indebtedness
 Properties Schedules A-1 A-2 A-3 A-4
 Property Agreements
 Property Operating Expenses provided however
 31




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##### 



Property Owner Borrower
 Property Owner Borrower GP
 Qualified Joint Venture Section
2.5(a)
 Qualified Letter of Credit provided
   Section
3.8(d)
 Qualified Successor Borrower
 32




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##### 



Qualified Successor Lessee Borrower
 Qualified Successor Sponsor
 Qualified Survey
 Qualified Title Insurance Policy
 Rating Agency
 Rating Confirmation
 REA
 33




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##### 



Recourse Guaranty
 Reference Banks
 Regulatory Change
 Related Fund
 Release
 Release Notice Section 2.2(a)
 Release Parcel Schedule E-2 Schedule A-1
 Release Price
   Remaining Property Section 2.4
 Required Lenders
 34




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##### 



Reserve Excess Section 2.2 Section 2.4 Section 7.1
 Restoration Threshold Section 5.16(a)
 Restricted Information Exhibit E-1
 Revenues
 S&P
 Second Floor Space Exhibit
B
 Second Floor Space Release Price
 Securitization
 Service
 Shared Intellectual Property Section
1.9
 Single Member LLC
 Single-Purpose Entity
 35




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##### 



provided
 36




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##### 



37




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##### 



Single-Purpose Equityholder
 Sponsor
 Spread
 Spread Maintenance Amount
 times times
    Spread Maintenance Period
 Stratosphere Schedule A-1
 Stratosphere Excess Land
 Subordination
of Operating Lease Agreement
 Subordination of Property Management Agreement
 38




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##### 



Exhibit D
 Surplus Cash Amortization Reserve Account Section 3.5(a)
 Tax and Insurance Reserve Account Section
3.4(a)
 Taxes
 Tenant
 Tenant Improvements
 Test Period
 Trade Payables
 Transaction
 Transaction Costs Section
9.17
 Transfer
 39




---



##### 



Section 7.1(f)
 Unanimous Action
 Unanimous Modification
      Section 9.3
   Article VII
 40




---



##### 



Section 9.7
 Use
 U.S. Person
 U.S. Tax
 Whitehall
 Working Capital Excess
 Rules of Construction
 41




---



##### 



GENERAL TERMS
 The Loan Loan Section 1.3(a)
 The Term
 Interest and Principal
 Section 1.3
 Sections 2.1 2.2 3.9(c) 5.16(e)
  42




---



##### 



Determination of Interest Rate
 Section 1.4
    43




---



##### 



Interest Rate Cap Agreements
 th Section 1.5(e) Section 1.5(e) Section 1.5(e) Section 1.5(e)
    44




---



##### 



Section 1.5
 Sections 1.5
 Section 1.5
 Method and Place of Payment Section 3.2(c) Section 3.2(b) e.g. Section 1.6
 Regulatory Change
 45




---



##### 



Increased Costs Section 1.7 Section 1.7 Section 1.7 Section 1.7 Section 1.7
 Taxes
   46




---



##### 



Section
1.8(b) Section 9.7(c) Section 1.8(b)
 Release
 Section 2.2 Section 2.4 Section 7.1(n) Shared Intellectual Property
 47




---



##### 



provided ,
   VOLUNTARY PREPAYMENT; ASSUMPTION
 Voluntary Prepayment; Mandatory Prepayment
 Section 3.5(d) Section 2.2 plus
 48




---



##### 



provided however Section 2.2 Section 3.5(d)
 Assumed Note Rate Period Assumed Note Rate plus plus plus plus Assumed Note
Rate Payment plus
 49




---



##### 



Prepayment Notice Section 2.1(b) provided however provided further
 Section 2.1 pro rata
 Section 2.1
 Property Releases
 Section 7.1(n)
 50




---



##### 



Section 7.1(n)
 Release Notice Section
2.2
 Section 2.1 Section 2.1 provided however Section 2.2 Section
2.4 Section 2.5 Section 7.1(n) Section 6.20 provided however
  Section 1.9(b) Sections 2.1 2.2 2.4 7.1(n)
 51




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##### 



Section 2.2 Section 2.4 Section 7.1(n) Section 1.9
 Section 2.2 Section 2.4 Section 2.5 Section 7.1(n) Section 2.1
 Section 2.2
 Prepayments after an Event of Default Section 7.4
    52




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##### 



Section 2.3 i iv Section 2.3 provided however Section 2.3
 Release of Release Parcels
 Section 1.9(b) Section 7.1(n))
 Section 2.4
 Section 2.1 Section 2.1 provided however
 53




---



##### 



Section 2.2 Section 2.4 Section
2.5 Section 7.1(n)
 54




---



##### 



Section 2.4
  Schedule E-2 Schedule E-2 Schedule E-2 Schedule E-2
 Section 2.4
 Release of Second Floor Space
 Section 1.9(b) Qualified Joint Venture
 55




---



##### 



Section 2.1 Section 2.1 Section 2.2 Section 2.4 Section 2.5 Section 7.1(n)
   56




---



##### 



Section 2.5
  Section 2.5
 Section 2.5
 Assumption
 57




---



##### 



Assumption
 Article IV
     58




---



##### 



Section 2.6
     Section 2.6
 59




---



##### 



ACCOUNTS
 Cash Management Account
 Cash Management Account inter alia inter alia
 clause (ii) Blocked Accounts Blocked Account Agreement
 Schedule
N provided
 60




---



##### 



Schedule N
  Distributions from Cash Management Account
 Peg Balance provided however provided further Section 3.2(d), Section 3.2(d)
 61




---



##### 



Exhibit L
  Section 3.4
  Section 3.6
  Section 3.2(b)(i) (iv) Section
3.10(c)
 Section
3.2(a) Section 3.2(b)(v) Section 2.1(a) Section 3.2(c) times
 62




---



##### 



Borrower Election Amount
  Loss Proceeds Account
 Section 5.16(c) Loss Proceeds Account
 Section 5.16
 Taxes and Insurance Reserve Account
 Tax and Insurance Reserve Account
 th plus Section 3.4(e) th
  plus
 Section 3.4(e)
 63




---



##### 



provided however Section 3.4(e) provided further however Section 2.2 Section
2.4 Section 7.1(n)
 Section 3.4(e) Section 3.4(e)
 Section 3.4(b) Section 3.4(c) Section
3.4(d)
 Surplus Cash Amortization Reserve Account.
 Surplus Cash Amortization Reserve Account
 64




---



##### 



Section 3.2(d)
     Section 2.1 c Section 3.5
 FF&E Reserve Account
 FF&E Reserve Account
 Section 2.2 Section
2.4 Section 7.1(n)
 65




---



##### 



provided
  Section 3.6(c)
  Section 3.6
 Deferred Maintenance and Environmental Reserve Account
 Deferred Maintenance and Environmental Reserve
Account
   66




---



##### 



provided
  Section 3.7(c)
  Section 3.7
 Section 3.7(b) Section 3.7(c). Section 3.7
 67




---



##### 



Section 3.7 Section 3.7 Section 3.7(c).
 Section 3.7 Section 3.7
 Section 2.2 Section 2.4 Section
7.1(n) Section 3.7
 Capital Expenditure Reserve Account
 Capital Expenditure Reserve Account
 provided
 provided
 68




---



##### 



Section 3.8(c)
   Section 3.8
 Section 3.8(b) Section 3.8(b) Section 3.8(b)
 69




---



##### 



Section 5.13
 Excess Cash Flow Reserve Account
 Excess Cash
Flow Reserve Account
 Section 3.2(d)
 Section 3.2(b)(i) iv
   Section 3.9(c)
 i ii iii Section
3.9(c)
 Section 6.20 Section 6.20 Section 2.1
 70




---



##### 



Account Collateral
   e.g.
 Permitted Investments
   71




---



##### 



Bankruptcy
 Delivery of Documents
 72




---



##### 



REPRESENTATIONS
  Organization
    73




---



##### 



Schedule G
 Authorization
 No Conflicts
 Consents
 Enforceable Obligations
 No Default
 Payment of Taxes
 74




---



##### 



Compliance with Law
 ERISA
 Government Regulation
 No Bankruptcy Filing
 75




---



##### 



Other Debt
 Litigation
 Major Leases; Material Agreements
   Schedule D
  76




---



##### 



Full and Accurate Disclosure
 Financial Condition
 Single-Purpose Requirements
 Location of Chief Executive Offices Section 9.4
 Not Foreign Person
 Labor Matters
 Title
 77




---



##### 



No Encroachments
 Physical Condition
      78




---



##### 



Fraudulent Conveyance
 Management
 . Condemnation
 Utilities and Public Access
  Easement Areas Schedule A
   79




---



##### 



Environmental Matters
       Assessments
 80




---



##### 



No Joint Assessment
 Separate Lots
 Permits; Certificate of Occupancy
  Schedule C
 Flood Zone Section 5.15(a)(ii)
 Security Deposits
 Intentionally Omitted
 Insurance
 Gaming Licenses
 Schedule L
  81




---



##### 



Trade Name; Other Intellectual Property Intellectual Property Schedule M
 82




---



##### 



Embargoed Person et seq et seq Embargoed Person Section 4.42 Section 4.39
 REAs
 Survival
 Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money
Laundering Laws
 83




---



##### 



AFFIRMATIVE COVENANTS
 Existence
 Maintenance of Properties
 Section 6.13
  Compliance with Legal Requirements
 84




---



##### 



clauses (iv) (vi)
 Impositions and Other Claims Section
3.4
 Access to Properties
 Cooperate in Legal Proceedings
 85




---



##### 



Leases
 Exhibit C
   86




---



##### 



Section
5.7(c)(v)
  87




---



##### 



Section 5.7
 Plan Assets, etc
 Further Assurances Section 3.1(c) Section
9.7(a)
 Management of Collateral
 Approved Management Agreement Section 5.10(a)
 88




---



##### 



Section 5.10(c)
 Section
5.10(d)
  89




---



##### 



Certain Notices and Reports
   Annual Financial Statements
    Quarterly Financial Statements
 90




---



##### 



Exhibit F
 Exhibit J
 Section 6.20
   Monthly Financial Statements
 91




---



##### 



Exhibit E-1 Exhibit E-2
  Insurance
  Section
5.15
 92




---



##### 



Section 5.15(a)
 93




---



##### 



Section 5.15(a)
   TRIA
   Policies Section
5.15
 94




---



##### 



Section 5.15
         Section 5.15(a)
 95




---



##### 



Section 5.15(a)(ii) ix
 provided provided
  provided however Section 3.4
 Section 5.15(a)
 Casualty and Condemnation
  96




---



##### 



Restoration Threshold Section 5.16(a)
      97




---



##### 



98




---



##### 



Section 5.16(b) (c)
 Section 5.16(b) (c)
 Annual Budget Approved Annual Budget
 Operating Lease
 General Indemnity
  99




---



##### 



Indemnified Parties provided however Section 5.19
  Compliance with Gaming Laws
     100




---



##### 



Intentionally Omitted
 REA Covenants
     provided
 101




---



##### 



Section 9.4
   Property Agreement Covenants
   Equity Contribution Account Equity Contribution Account Section 2.1
 Gaming Approval
 102




---



##### 



Exhibit G Lessee
Pledge Exhibit K Holdings LLC Agreement
  NEGATIVE COVENANTS
 Liens on the Properties
 Ownership
 Transfer Article II Section 7.1(n) Section 2.5
 103




---



##### 



Section 6.3 Section 1.9(b) Section 6.3
      Debt WH/HG JV Section 7.1(f)
 104




---



##### 



Dissolution; Merger or Consolidation Section 2.6
 Change in Business
 Debt Cancellation
 Affiliate Transactions Section 7.1(n)
 Misapplication of Funds Section 3.1
 Place of Business
 Modifications and Waivers
 Section 5.7
  105




---



##### 



Section 5.10
  Section 5.10
  ERISA
   Alterations and Expansions provided however Section 6.13
 106




---



##### 



Advances and Investments
 Single-Purpose Entity provided however
 Zoning and Uses
   107




---



##### 



Waste
 Intentionally Omitted
 Distributions
 Financial Covenants
  DEFAULTS
 Event of Default Event of Default
 Payment
 provided
 108




---



##### 



provided
 Representations provided provided further
 Other Loan Documents
 Bankruptcy, etc
 Bankruptcy Code
 Section 6.5
  109




---



##### 



Change of Control provided however
 Equity Pledge; Preferred Equity
     110




---



##### 



Insurance
 ERISA; Negative Covenants Section 5.8 Article VI
 Qualified Letters of Credit
   Gaming Licenses provided however Section 7.1(j)
 Reporting Requirements
 Section 5.13(v) Section 6.20
 111




---



##### 



Section 5.12 5.13 5.14 Section 5.13(v)
 Certificates of Pledged Collateral
 Other Covenants subsections
(a) (l) Section 7.1 subsection (m)
 Section 2.2 Section 2.4 plus Section 2.1(a) plus provided Section 7.1(n) Section 1.9(b)
 112




---



##### 



Remedies
 provided however Section 7.1(d)
 Section 2.3 provided however
  113




---



##### 



No Waiver
 Application of Payments after an Event of Default Section 2.3 e.g.
  CONDITIONS PRECEDENT
 Conditions Precedent to Closing Section 9.3 provided
 Loan Documents
 114




---



##### 



Opinions of Counsel
 Organizational Documents
 Authorizing Resolutions
 Organizational Documents
 Certificates of Good Standing or Existence
 Consents, Licenses, Approvals, etc
 Operating Lease
 Solvency Certificate
 Lien Search Reports
 115




---



##### 



Insurance
 Title
 Equity Contribution Account
 Additional Matters
  MISCELLANEOUS
 . Successors
 GOVERNING LAW
   116




---



##### 



Modification, Waiver in Writing
    117




---



##### 



Section 2.3 Article X
 Notices Section
9.4 Section 9.4
  
 th
 118




---



##### 



119




---



##### 



TRIAL BY JURY
 Headings
 Assignment and Participation
 Section 2.6
 Assignment Participation
 120




---



##### 



Section 1.7 Section 1.8
 Exhibit I
 121




---



##### 



Section 9.7
  Increased-Cost Lender  Section 1.7 Section 1.8  Replacement Lender  Section 9.7 plus
 122




---



##### 



Section 1.7 Section 1.8 provided however Section 9.7(d)
  Severability
 Preferences
 Intentionally Omitted
 Offsets, Counterclaims and Defenses
 123




---



##### 



No Joint Venture
 Conflict; Construction of Documents
 Brokers and Financial Advisors Section
9.14
 Counterparts
 Estoppel Certificates
  Article III
 Payment of Expenses; Mortgage Recording Taxes
 124




---



##### 



Section 10.11(a) provided Section 9.17
 No Third-Party Beneficiaries
 125




---



##### 



Recourse
 Section 9.19(b) Section 5.19 Section 9.14
 Section 9.19 Indemnified
Liabilities
        126




---



##### 



Section 9.19 Section
9.19
 Right of Set-Off.
 Exculpation of Lender
 127




---



##### 



Servicer Servicer
 Prior Agreements
 Purchase of Loan by Whitehall
 Section 9.24 Auction Maximum Permitted Auction Amount
 Auction Notice Auction Amount Discount
Range Expiration Time provided however
 128




---



##### 



Return Bid Reply Discount Reply Amount
 Applicable Reply Discount Qualifying Bid
  129




---



##### 



Section 9.24 Section 9.24
 No Fiduciary Duty Lending Parties
 Confidentiality
 130




---



##### 



Section 9.26 Section 9.26 Section 9.26 provided provided Section 9.26
 PATRIOT Act Records
  AGENTS
 Appointment
  131




---



##### 



132




---



##### 



Delegation of Duties
 Exculpatory Provisions Agent-Related Persons
 Reliance by Agents
 133




---



##### 



Notice of Default
 Credit Decision pro rata
 134




---



##### 



Indemnification provided however Section 10.7
 135




---



##### 



Section 10.7
 Agents in Their Individual Capacity pro rata
 Successor Agents pro rata
 136




---



##### 



Article X
 Standard of Care of the Collateral Agent; etc
     137




---



##### 



Standard of Care of the Administrative Agent; etc
   Section 5.5
 Recordkeeping Requirements
 Access to Books and Records and Information Reasonably Requested
 Subservicing provided however
 138




---



##### 



Merger or Consolidation of the Administrative Agent
 Assignment or Participation of the Loan
  Article
V Article VIII
 Electronic Communications
 Communications provided provided
 139




---



##### 



provided
  Approved
Electronic Communications Section 10.12
  Actions by the Collateral Agent and the Administrative Agent
  140




---



##### 



Agent Action
  Payment of Expenses and Indemnity
    141




---



##### 



Agent
Indemnitee
  Marshalling
 Direction from Required Lenders
 142




---



##### 



Section 9.22
  143




---



##### 



BORROWER :
  AMERICAN CASINO &ENTERTAINMENT PROPERTIES LLC, a
Delaware limited liability company
 W2007 ACEP FIRST MEZZANINE ABORROWER, L.P., a Delaware limited
partnership
   By:
    /s/ Elizabeth BurbanName:
    Elizabeth BurbanTitle:
    Authorized Signatory
 By: W2007 ACEP FIRST MEZZANINE AGEN-PAR, L.L.C., a Delaware limited liability
company, its general partner
   
 By:
    /s/ Elizabeth BurbanName:
    Elizabeth BurbanTitle:
    Authorized Signatory
    W2007 ACEP FIRST MEZZANINE B
BORROWER, L.P., a Delaware limited
partnership
 ARIZONA CHARLIES, LLC, a Nevada limited
liability company
   By: W2007 ACEP FIRST MEZZANINE B
GEN-PAR, L.L.C., a Delaware limited
liability company, its general partner
 By:
    /s/ Elizabeth BurbanName:
    Elizabeth BurbanTitle:
    Authorized Signatory
   By:
    /s/ Elizabeth BurbanName:
    Elizabeth BurbanTitle:
    Authorized Signatory
 
   FRESCA, LLC, a Nevada limited liability
companyBy:
    /s/ Elizabeth BurbanName:
    Elizabeth BurbanTitle:
    Authorized Signatory
 AQUARIUS GAMING LLC, a Nevada
limited liability companyBy:
    /s/ Elizabeth BurbanName:
    Elizabeth BurbanTitle:
    Authorized Signatory
   STRATOSPHERE GAMING LLC, a Nevada
limited liability companyBy:
    /s/ Elizabeth BurbanName:
    Elizabeth BurbanTitle:
    Authorized Signatory
 
   Signatures continue on following page




---



##### 



W2007 AQUARIUS PROPCO, L.P., a Delaware
limited partnershipBy:
    
    W2007 AQUARIUS GEN-PAR, L.L.C., aDelaware limited liability company, itsgeneral partnerBy:
    
    /s/ Elizabeth BurbanName: Elizabeth BurbanTitle:   Authorized SignatoryW2007 STRATOSPHERE LAND PROPCO,
L.P., a Delaware limited partnershipBy:
    
    W2007 STRATOSPHERE LAND GEN-PAR,L.L.C., a Delaware limited liabilitycompany, its general partnerBy:
    
    /s/ Elizabeth BurbanName: Elizabeth BurbanTitle:   Authorized SignatoryW2007 FRESCA PROPCO, L.P., a Delaware
limited partnershipBy:
    
    W2007 FRESCA GEN-PAR, L.L.C., aDelaware limited liability company, itsgeneral partnerBy:
    
    /s/ Elizabeth BurbanName: Elizabeth BurbanTitle:   Authorized Signatory
 W2007 STRATOSPHERE PROPCO, L.P., aDelaware limited partnershipBy:
    
    W2007 STRATOSPHERE GEN-PAR,L.L.C., a Delaware limited liabilitycompany, its general partnerBy:
    
    /s/ Elizabeth BurbanName: Elizabeth BurbanTitle:   Authorized SignatoryW2007 ARIZONA CHARLIES PROPCO,L.P., a Delaware limited partnershipBy:
    
    W2007 ARIZONA CHARLIES GEN-PAR,L.L.C., a Delaware limited liabilitycompany, its general partnerBy:
    
    /s/ Elizabeth BurbanName: Elizabeth Burban
Title:   Authorized Signatory
   Signatures continue on following page




---



##### 



ADMINISTRATIVE AGENT:
 ARCHON GROUP, L.P., a Delaware limited
partnershipBy:
    /s/ Michael ForbesName:
    Michael ForbesTitle:
    Authorized Signatory Signatures continue on following page




---



##### 



COLLATERAL AGENT:
 WELLS FARGO BANK, N.A., a national
banking associationBy:
    /s/ Julius R. ZamoraName:
    Julius R. ZamoraTitle:
    Vice President Signatures continue on following page




---



##### 



LENDER:
 GOLDMAN SACHS COMMERCIAL MORTGAGE CAPITAL,
L.P., a Delaware
limited partnershipBy:
    /s/ Mark J. BuonoName:
    Mark J. BuonoTitle:
    Managing Director




---



##### 



Exhibit A
 Form of Cash Management Agreement




---



##### 



Agreement Cash Management Bank Borrower Collateral Agent Administrative Agent Lender
 WITNESSETH
 Loan
Agreement Properties
 Receivables




---



##### 



Establishment and Maintenance of the Accounts
          Accounts
 2




---



##### 



Exhibit 2 Section
3.11(b)
 Disbursements from the Accounts
 Exhibit 1 Disbursement Instructions
 3




---



##### 



Statements
 Fees provided however
 Termination
   4




---



##### 



Section 4(b)
 Cash Management Bank Waiver of Set-off provided however Section 3 clauses (i) (iii) clause (iii)
 Security Agreement/Characterization of Accounts
 5




---



##### 



UCC
  Certain Matters Affecting the Cash Management Bank
  6




---



##### 



7




---



##### 



AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
    
    20-0573058STRATOSPHERE GAMING LLC
    
    37-1550136AQUARIUS GAMING LLC
    
    35-2308426ARIZONA CHARLIES, LLC
    
    90-0160341FRESCA, LLC
    
    88-0452576W2007 AQUARIUS PROPCO, L.P.
    
    26-1927652W2007 STRATOSPHERE PROPCO, L.P.
    
    26-1927616W2007 STRATOSPHERE LAND PROPCO,  L.P.
    
    26-1927877W2007 ARIZONA CHARLIES PROPCO,  L.P.
    
    26-1927694W2007 FRESCA PROPCO, L.P.
    
    26-1927850W2007 ACEP FIRST MEZZANINE A BORROWER, L.P.
    
    27-0187389W2007 ACEP FIRST MEZZANINE B BORROWER, L.P.
    
    27-0187349
    Successors and Assigns; Assignments
 8




---



##### 



Notices. Waivers in Writing
  
  
  
  th
 9




---



##### 



10




---



##### 



Governing Law; Waiver of Jury Trial
 11




---



##### 



Certain Matters Relating to Borrower, Administrative Agent and Collateral
Agent
 Representations of Borrower
     Incorporation by Reference
 Concerning the Collateral Agent, Applicability of the Loan Agreement
 12




---



##### 



Interpleader
 Miscellaneous
    Counterparts
 13




---



##### 



Account Documentation Account Documentation
 Entire Agreement
  14




---



##### 



BORROWER
  AMERICAN CASINO &ENTERTAINMENT PROPERTIES LLC, aDelaware limited liability companyBy:Name:Title:W2007 ACEP FIRST MEZZANINE BBORROWER, L.P., a Delaware limitedpartnershipBy: W2007 ACEP FIRST MEZZANINEB GEN-PAR, L.L.C., a Delaware limitedliability company, its general partnerBy:Name:Title:FRESCA, LLC, a Nevada limited liabilitycompanyBy:Name:Title:STRATOSPHERE GAMING LLC, a Nevada limitedliability companyBy:Name:Title:
 W2007 ACEP FIRST MEZZANINE ABORROWER, L.P., a Delaware limited Delaware limited partnershipBy: W2007 ACEP FIRST MEZZANINEA GEN-PAR, L.L.C., a Delaware limitedliability company, its general partnerBy:Name:Title:ARIZONA CHARLIES, LLC, a Nevadalimited liability companyBy:Name:AQUARIUS GAMING LLC, a Nevada limitedliability companyBy:Name:Title:




---



##### 



W2007 AQUARIUS PROPCO, L.P., a Delawarelimited partnershipBy: W2007 AQUARIUS GEN-PAR,L.L.C., a Delaware limited liabilitycompany, its general partnerBy:Name:Title:W2007 STRATOSPHERE LAND PROPCO,L.P., a Delaware limited partnershipBy: W2007 STRATOSPHERE LANDGEN-PAR, L.L.C., a Delaware limitedliability company, its general partnerBy:Name:Title:W2007 FRESCA PROPCO, L.P., a Delaware limitedpartnershipBy: W2007 FRESCA GEN-PAR, L.L.C.,a Delaware limited liability company, itsgeneral partnerBy:Name:Title:
 W2007 STRATOSPHERE PROPCO, L.P., aDelaware limited partnershipBy: W2007 STRATOSPHERE GEN-PAR, L.L.C., a Delaware limitedliability company, its general partnerBy:Name:Title:W2007 ARIZONA CHARLIES PROPCO,
L.P., a Delaware limited partnershipBy: W2007 ARIZONA CHARLIESGEN-PAR, L.L.C., a Delaware limitedliability company, its general partnerBy:Name:




---



##### 



CASH MANAGEMENT BANK
 WELLS FARGO BANK, N.A., a national
banking associationBy:Name:Title:




---



##### 



ADMINISTRATIVE AGENT
 ARCHON GROUP, L.P., a Delaware limited
partnershipBy:Name:Title:




---



##### 



COLLATERAL AGENT
 WELLS FARGO BANK, N.A., a national banking associationBy:Name:Title:




---



##### 



LENDER
 GOLDMAN SACHS COMMERCIAL MORTGAGE CAPITAL,
L.P., a Delaware limited partnershipBy:Name:Title:




---



##### 



EXHIBIT 1
  
 
  Agreement Cash Management
Bank Borrower Collateral Agent Administrative Agent Lender Lender
 1
 
 
 
 
 
 1
    
    Attach Annex I (wiring and account information).




---



##### 



2
  
 2
    
    During the continuance of an Event of Default, in any manner as Administrative Agent
on behalf of Lender may direct.




---



##### 



EXHIBIT 2
 Permitted Investments




---



##### 








---



##### 



Exhibit B
 Second Floor Space




---



##### 



Exhibit C
 Form
of Subordination, Non-Disturbance and Attornment Agreement
  Agreement  Lender    Tenant  Landlord
 W I T N E S S E T H
 Lease   Premises   Real Property
 Mortgage
  Subordination.
 Attornment.
 1




---



##### 



Non-Disturbance.
 Limitation of Liability.
 Successors and Assigns.
 Notices.
 Payment of Rent.
 Further documents.
 Modification.




---



##### 



Choice of Law.
 Counterparts.




---



##### 



Exhibit D
 FORM OF SUBORDINATION OF MANAGEMENT AGREEMENT
 
 Agreement    Manager Lender  Borrower Schedule B Lessee Borrowers
 W I T N E S S E T H
 Loan Agreement Loan Agreement
 Properties
 Schedule B Operating Leases
 Note Mortgage
 Schedule C Management Agreement




---



##### 



Schedule A Managed Properties Managed Property
   Representations.
  Schedule D
    Consent.
 Agreements.




---



##### 



No Amendment of Management Agreements.
 Notice to Lender and Right to Cure.
  Section 3(b)(i) Section 9)
 Subordination of Management Agreements to Liens of Mortgage. 1 Lease
Obligations
 
 1
    
    If Manager is not an Affiliate of Borrower, this Section is to be adjusted such that
base management fees of no more than 2% of gross revenues are not subject to subordination under
this Agreement.




---



##### 



Section 5.10 Section 5.16
 Lenders Right to Terminate.
 Section 3(h)
 Section
3(d)(i) Section
3(c)), Section 3(d)(ii) Section 3(c)) Section 3(d)(ii)




---



##### 



Section 3(d)(ii)) Section 3(d)(iii)
 Section
3(d)(iii)
 Section 3(c) Section 3(b)
 Rights of First Offer.




---



##### 



Further Assurances.
 Assignment of Leases and Rents.
 Lender Not Obligated Under Management Agreements. Section 3(c)).
 No Joint Venture.
 Lenders Reliance on Representations.




---



##### 



Governed by Loan Documents. provided however
 Successors and Assigns.
 Loan Agreement.
 Not Entitled to Operating Revenues.




---



##### 



Examination of Books and Records.
 Liquor Licenses.
 Termination of the Operating Leases. Lease Termination
 Limitation on Liability.




---



##### 



Borrowers and Lessee Borrowers Consent.
 Governing Law. PROVIDED HOWEVER PROVIDED FURTHER,
 Counterparts.
 Notices. Section 9
  
 
 
  &




---



##### 



&
  th
  &
 Section 9.




---



##### 



Recitals.
  LENDER:GOLDMAN SACHS COMEMRCIALMORTGAGE CAPITAL, L.P.By:Name:Title:




---



##### 



MANAGER:
 
 By:Name:Title:




---



##### 



To evidence its consent to the terms,
covenants and conditions contained
herein:BORROWER: (insert signature blocks as applicable)[], aDelaware limited partnershipBy:Name:Title:LESSEE BORROWER: (insert signature blocks as applicable)[], a []By:Name:Title:




---



##### 



Exhibit E1  Form of Cash Flow Analysis (Restricted Parties)




---



##### 



Actual
    
    
    Budget
    
    
    Prior YearHotelTotal Room Inventory1Total Occupied RoomsOccupancy %1REVPAR1ADR1
 Actual
    
    Budget
    
    Prior YearRevenuesGross Casino WinNet Casino WinOther RevenueRooms1Food1Beverage1F&B Other1Entertainment1Retail1Tower1RV Park1Other1TotalGross Revenue1Less Complimentaries1Net RevenueCost of SalesTotalExpensesTotal Pay Roll1Bad Debt (Casino)1Gaming Tax1Promotional Expense1Marketing /Advertising1Property Operations1R&M Expense1Utilities Costs1Contract Entertainment1Allocated Operating Expenses1Highgate Management Fees1All Other Expenses1Total ExpensesTotal Costs & ExpensesEBITDAOperating Margin1Corporate Allocations1EBITDA After AllocationsFF&E Reserve1Net Cash Flow




---



##### 



Exhibit E2
 Form of Cash Flow Analysis (Non-Restricted Parties)
 Actual
    
    
    Budget
    
    
    Prior YearRevenuesCasino WinTable Games1Slots1Other Casino (Bingo, Keno, R&S, Poker)1Gross Casino WinLess: Discounts1Less: Progressive/ Participations 1Net Casino WinOther RevenueRooms1Food1Beverage1F&B Other1Entertainment1Retail1Tower1RV Park1Other1TotalGross Revenue1Less Complimentaries1Net RevenueCost of SalesCost of Food1Cost of Beverage1Other / Rebates1TotalExpensesTotal Pay Roll1Bad Debt (Casino)1Gaming Taxi1Promotional Expense1Marketing / Advertising 1Property Operations1R&M Expense1Utilities Costs1Contract Entertainment1Allocated Operating Expenses1Highgate Management Fees1All Other Expenses1Total ExpensesTotal Costs & ExpensesEBITDAOperating Margin1Corporate
Allocations1EBITDA After AllocationsFF&E Reserve1Net Cash Flow




---



##### 



Actual
    
    
    Budget
    
    
    Prior YearRevenue AnalysisCasino# TablesTotal Drop1Drop / Occupied Room1Average Daily Drop1Average Daily Table Win1Table W/U/D1Table Win %1# SlotsTotal Handle1Handle / Occupied Room1Average
Daily Handle1Average Daily Slot Win1Slot H/U/D1Slot W/U/D1Slot Win %1Net of Slot Freeplay, Promo Cash, Pts Redeemed and WAP/Progressive FeesAverage Daily Slot Win1W/U/D1Win %1HotelTotal Room Inventory1Total Occupied RoomsOccupancy %1REVPAR1ADR1




---



##### 



Actual
    
    Budget
    
    Prior YearMarket Mix %FITCasinoDMOWholesaleWholesale InternetTour & TravelConventionACEP InternetPackagesWholesale OpaqueBARConsolidatedWholesale Non-OpaqueAdministrativeMarket Mix Rms OccFITCasinoDMOWholesaleWholesale InternetTour & TravelConventionACEP InternetPackagesWholesale OpaqueBARConsolidatedWholesale Non-OpaqueAdministrativeMarket Mix ADRFITCasinoDMOWholesaleWholesale InternetTour & TravelConventionACEP InternetPackagesWholesale OpaqueBARConsolidatedWholesale Non-OpaqueAdministrative




---



##### 



Exhibit F
 Form of Narrative Description (Quarterly)
 ACEP Quarterly Update
  Ø
    
    Quarterly financials similar to the
Monthly Reporting format containing a comparison of actual financials
year-over-year and quarter-over-quarter and year-to-dateØ
    
    Quarterly financials similar to the Monthly
Reporting format containing a comparison to budget for the year and
quarterØ
    
    Quarterly financials similar to the Monthly
Reporting format for the year-to-dateØ
    
    Report detailing material variations from
the Approved Annual BudgetØ
    
    Update on the business plan with focus on
approved, material activities and capital expenditure initiatives
which are expected to exceed $750,000 in total cost (or savings), as
well as Material Alterations as defined in the loan agreement, (i.e.
the Borrower will not be required to report on strategies or
initiatives not yet in progress or approved by the Board).Ø




---



##### 



Exhibit G
 Opco Pledge and Security Agreement




---



##### 



Agreement  Pledgor Administrative Agent Collateral Agent Lender
 RECITALS
 Loan Borrower Loan Agreement
 Operating Borrower Issuer
 Formation Agreement
  1




---



##### 



Capitalized Terms
 Distributions
 Equity Interests Schedule 1
 Event of Default
 Excluded Distributions Sections 8 9
 General Intangibles
 No-Action Letters
 Obligations
 2




---



##### 



Pledged Collateral clauses (i) (vi)
 SEC
 Securities Act
 Security Interest Section 2
 Securities Laws
 UCC
 Voting Rights Section 4
  Pledge Security Interest
 3




---



##### 



Distributions Consent
 Voting Rights
 Voting Rights Sections 8 9
 provided
 4




---



##### 



Termination of Agreement 5
 Liability
 5




---



##### 



Rights of Lender, Administrative Agent and Collateral Agent
 provided however
   Section 5
 6




---



##### 



Remedies
 7




---



##### 



Right to Become Member Section 8
 Section 9.19
 8




---



##### 



Representations, Warranties and Covenants of Pledgor
         9




---



##### 



Section 9(b)
 Certain Covenants
 No Disposition
 Delivery of Certificates and Instruments
  10




---



##### 



Other Units
 Other Members Shall Join
 Foreclosure Sales of Securities
 No Obligation to Register
  11




---



##### 



Right of Lender to Purchase at No-Action Public Sale
 General Standards Applicable to Foreclosure Sales Section 13
 Further Assurances
 Equitable Remedy Section 13 Section 13
  12




---



##### 



Reimbursement of Lender, Administrative Agent and Collateral Agent
 Indemnified Parties provided however Section 14
  No Waiver of Rights by Lender
 Concerning the Collateral Agent: Applicability of the Loan Agreement
  13




---



##### 



Gaming Law Requirements
      Miscellaneous
 Successors
 Governing Law
  14




---



##### 



Modification, Waiver in Writing
 Notices Section 9.4
 Trial by Jury Section 9.5
 Headings Section 9.6
  15




---



##### 



Severability Section 9.8
 Offsets, Counterclaims and Defenses Section 9.11
 No Joint Venture Section 9.12
 Counterparts Section 9.15
 No Third-Party Beneficiaries Section 9.18
 Limitation on Liability of Pledgor; Exculpation Section
9.19
 Right of Set-Off Section 9.20
 Servicer Section 9.22
  16




---



##### 



Prior Agreements Section 9.23
 Further Assurances Section 5.9
 Principles of Construction Definitions
 Conflict with Loan Agreement
 Additional Further Assurances
   17




---



##### 



PLEDGOR:AMERICAN CASINO &
ENTERTAINMENT PROPERTIES LLC, a
Delaware limited liability company
    
    
    
    STRATOSPHERE LLC, a Delaware limited
liability companyBy:
    
    
    
    
    
    By:Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:CHARLIES HOLDING, LLC, a Delaware
limited liability companyBy:Name:Title:




---



##### 



Schedule 1
  Percentage of ClassCertificate
    
    Represented byIssuer
    
    Class of Interest
    
    No.
    
    Equity InterestsLimitedStratosphere Gaming LLC
    
    Liability
    
    []
    
    
    100
    %CompanyLimitedAquarius Gaming LLC
    
    Liability
    
    []
    
    
    100
    %CompanyLimitedArizona Charlies, LLC
    
    Liability
    
    []
    
    
    100
    %CompanyLimitedFresca, LLC
    
    Liability
    
    []
    
    
    100
    %Company




---



##### 



Exhibit A
 CONSENT OF ISSUER
 Consent  Issuer
 Pledge Agreement Pledgor Collateral Agent Administrative Agent Lender
 Section 3




---



##### 



2




---



##### 



ISSUER:STRATOSPHERE GAMING LLC, a Nevada limited 
liability company
    
    
    
    AQUARIUS GAMING LLC, a Nevada limited
liability companyBy:
    
    
    
    
    
    By:Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:ARIZONA CHARLIES, LLC, a Nevada limited
liability company
    
    
    
    FRESCA, LLC, a Nevada limited liability
companyBy:
    
    
    
    
    
    By:Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:




---



##### 



Exhibit H
 Form of Account Control Agreement




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RESTRICTED ACCOUNT AND SECURITIES
ACCOUNT CONTROL AGREEMENT
 (Access Restricted after Instructions)
 Restricted Account and Securities Account Control Agreement W2007 AQUARIUS PROPCO, L.P., W2007 STRATOSPHERE PROPCO,
L.P., W2007 STRATOSPHERE LAND PROPCO, L.P., W2007 ARIZONA CHARLIES PROPCO, L.P., and W2007 FRESCA
PROPCO, L.P., W2007 ACEP FIRST MEZZANINE A BORROWER, L.P., W2007 ACEP FIRST MEZZANINE B BORROWER,
L.P., AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC, ARIZONA CHARLIES, LLC, FRESCA, LLC, AQUARIUS GAMING LLC,
STRATOSPHERE GAMING LLC,  Company ),
ARCHON GROUP, L.P., ( Administrative Agent ) Lender).  Secured Party ) WELLS FARGO BANK,
NATIONAL ASSOCIATION (Bank), Schedule A  Restricted Account  Restricted
Accounts  Offshore Account 
 1.
    
    Secured Partys Interest in Restricted Accounts and Securities Accounts.Lender
represents
that it has appointed Secured Party as the agent for Lender. Company hereby confirms, and
Bank hereby acknowledges, the security interest granted by Company to Secured Party in all of
Companys right, title and interest in and to (i) the Restricted Accounts and all funds now
or hereafter on deposit in or payable or withdrawable from the Restricted Accounts (the
Restricted Account Funds), and (ii) the Securities Accounts and all financial
assets, security entitlements, investment property, and other property and the proceeds
thereof now or at any time hereafter held in the Securities Accounts (the Securities
Account Assets). (As used herein, the terms investment property, financial asset,
entitlement order and security entitlement shall have the respective meanings set forth
in the Uniform Commercial Code of the state whose law governs this Agreement. The parties
hereby expressly agree that all property, including without limitation, cash, certificates of
deposit and mutual funds, at any time held in any of the Securities Accounts is to be treated
as a financial asset.) Except as specifically provided otherwise in this Agreement, Company
has given Secured Party complete control over the Restricted Accounts, the Restricted Account
Funds, the Securities Accounts, and the Securities Account Assets. Company and Secured
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Party desire to enter into this Agreement to further the arrangements among Bank, Secured
Party and Company regarding the Restricted Accounts and the Securities Accounts.2.
    
    Access to Restricted Accounts and Securities Accounts.Secured Party agrees that until Bank
receives, and has had a reasonable opportunity to act upon, written instructions from Secured
Party directing that Company no longer have access to any Restricted Account Funds or
Securities Account Assets (the
Instructions), Company will be allowed sole and
exclusive access to the Restricted Account Funds, and access to the Securities Account Assets
through redemption of Securities Account Assets and transfer of the proceeds of such
redemption in each case to the applicable Restricted Account. After Bank receives the
Instructions, (a) Company will no longer be allowed access to the Restricted Account Funds or
Securities Account Assets, and (b) Administrative Agent (as directed by Required Lenders) on
behalf of Secured Party will have the exclusive right to direct the disposition of all
Restricted Account Funds and Securities Account Assets; and Bank agrees to transfer the
Restricted Account Funds and Securities Account Assets to Secured Party or its designee in
accordance with the provisions of Section 4 below, subject to the conditions set forth in this
Agreement. Company agrees that the Restricted Account Funds and Securities Account Assets
should be paid and/or delivered to Secured Party after Bank receives the Instructions, and
hereby irrevocably authorizes Bank to comply with the Instructions even if Company objects in
any way to the Instructions.3.
    
    Balance Reports.Bank agrees, at the telephone request of Administrative Agent (as directed
by Required Lenders) on behalf of Secured Party on any day on which Bank is open to conduct
its regular banking business other than a Saturday, Sunday or public
holiday (a Business
Day), to make available to Administrative Agent or its designee a report (Balance
Report)showing the available balance in the Restricted Accounts and Securities Accounts
as of the beginning of such Business Day, either on-line or by facsimile transmission, at
Banks option. Company expressly consents to this transmission of information.4.
    
    Transfers to Secured Party.Subject to the terms of that certain loan agreement of even date
herewith by and among Lender, Administrative Agent, Secured Party as Collateral Agent
thereunder, and Company as Borrower thereunder (as the same may be amended, restated,
replaced, supplemented or otherwise modified from time to time, the
Loan Agreement),
Bank agrees that on each Business Day after it receives the Instructions it will transfer to
such account as Administrative Agent on behalf of Secured Party specifies in the Instructions
(the Secured Party Account) the full amount of the available balance in the
Restricted Accounts at the beginning of such Business Day, including all Restricted Account
Funds and Securities Account Assets in all Offshore Accounts or Securities Accounts linked to
the Restricted Accounts. Bank will use the Fedwire system to make each funds transfer unless
for any reason the Fedwire system is unavailable, in which case Bank will determine the funds
transfer system to be used in making each funds transfer, and the means by which each transfer
will be made. Bank, Secured Party and Company each agree that Bank will, without further
consent of Company, comply with (i) instructions given to Bank by Administrative Agent (as
directed by Required Lenders) or its designee directing disposition of funds in the Restricted
Accounts, and (ii) entitlement orders originated by Administrative Agent (as directed by
Required Lenders) or its designee directing disposition of Securities Account Assets in the
Securities Accounts, subject otherwise to the terms of this Agreement and Banks standard
policies, procedures and documentation in effect from time to time governing the type of
disposition requested. Except as otherwise required by law, Bank will not agree with any third
party to comply with instructions or entitlement orders originated by such third party (unless
pursuant to written authorization from Administrative Agent, as directed by Required Lenders)
for disposition of Restricted Account Funds in any of the Restricted Accounts or Securities
Account Assets in any of the Securities Accounts.5.
    
    Returned Items.Secured Party and Company understand and agree that the face amount
(Returned Item Amount) of each Returned Item will be paid by Bank debiting
the Restricted Account into which such Returned Item was originally deposited, notice of which
shall be provided to Secured Party and Company. As used in this Agreement, the term Returned
Item means (i) any item deposited to a Restricted Account and returned unpaid, whether for
insufficient funds or for any other reason,
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and without regard to the timeliness of such return or the occurrence or timeliness of any
drawees notice of non-payment; (ii) any item subject to a claim against Bank of breach of
transfer or presentment warranty under the Uniform Commercial Code (as adopted in the
applicable state) or Regulation CC (12 C.F.R. §229), as in effect from time to time; (iii)
any automated clearing house (ACH) entry credited to a Restricted Account and returned
unpaid or subject to an adjustment entry under applicable clearing house rules, whether for
insufficient funds or for any other reason, and without regard to the timeliness of such
return or adjustment; (iv) any credit to a Restricted Account from a merchant card
transaction, against which a contractual demand for chargeback has been made; and (v) any
credit to a Restricted Account made in error. Company agrees to pay all Returned Item Amounts
immediately on demand, without setoff or counterclaim, to the extent there are not sufficient
funds in the applicable Restricted Account to cover the Returned Item Amounts on the day they
are to be debited from the Restricted Account. Upon the written request of Bank, Lender
agrees to pay all Returned Item Amounts within thirty (30) calendar days after such demand,
without setoff or counterclaim, to the extent that the Returned Item Amounts are not paid in
full by Company within fifteen (15) calendar days after demand on Company by Bank.6.
    
    Settlement Items.Secured Party and Company understand and agree that the face amount
(Settlement Item Amount)of each Settlement Item will be paid by Bank debiting the
applicable Restricted Account, notice of which shall be provided to Secured Party and Company.
As used in this Agreement, the term Settlement Item means (i) each check or other payment
order drawn on or payable against any controlled disbursement account or other deposit account
at any time linked to a Restricted Account by a zero balance account connection (each a
Linked Account), which Bank cashes or exchanges for a cashiers check or official
check over its counters in the ordinary course of business prior to receiving the Instructions
and having had a reasonable opportunity to act on them, and which is presented for settlement
against the Restricted Account (after having been presented against the Linked Account) after
Bank receives the Instructions, (ii) each check or other payment order drawn on or payable
against a Restricted Account, which, on the Business Day Bank receives the Instructions, Bank
cashes or exchanges for a cashiers check or official check over its counters in the ordinary
course of business after Banks cutoff time for posting, (iii) each ACH credit entry initiated
by Bank, as originating depository financial institution, on behalf of Company, as originator,
prior to Bank having received the Instructions and having had a reasonable opportunity to act
on them, which ACH credit entry settles after Bank receives the Instructions, and (iv) any
other payment order drawn on or payable against a Restricted Account, which Bank has paid or
funded prior to receiving the Instructions and having had a reasonable opportunity to act on
them, and which is first presented for settlement against the Restricted Account in the
ordinary course of business after Bank receives the Instructions and has transferred
Restricted Account Funds to Secured Party under Section 4 of this Agreement. Company agrees to
pay all Settlement Item Amounts immediately on demand, without setoff or counterclaim, to the
extent there are not sufficient funds in the applicable Restricted Account to cover the
Settlement Item Amounts on the day they are to be debited from the Restricted Account. Upon
the written request of Bank, Secured Party agrees to pay all Settlement Item Amounts within
thirty (30) calendar days after such demand, without setoff or counterclaim, to the extent
that (i) the Settlement Item Amounts are not paid in full by Company within fifteen (15)
calendar days after demand on Company by Bank, (ii) Secured Party has received Restricted
Account Funds under Section 4 of this Agreement and (iii) such Settlement Item Amounts relate
to Settlement Items issued after the date on which Secured Party has begun to receive
Restricted Account Funds under Section 4.7.
    
    Bank Fees.Company agrees to pay all Banks fees and charges for the maintenance and
administration of the Restricted Accounts and Securities Accounts and for the treasury
management and other account services provided with respect to the Restricted Accounts and
Securities Accounts (collectively Bank Fees), including, but not limited to, the fees for
(a) the Balance Reports provided on the Restricted Accounts and Securities Accounts, (b) the
funds transfer services received with respect to the Restricted Accounts, (c) Returned Items,
(d) funds advanced to cover overdrafts in the Restricted Accounts (but without Bank being in
any way obligated to make any such advances), and (e) duplicate bank statements on the
Restricted Accounts. The Bank Fees will be paid by Bank debiting one or more of the Restricted
Accounts on the Business Day that the Bank Fees are due, without notice to Secured Party or
Company. If there are not sufficient funds in the
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Restricted Accounts to cover fully the Bank Fees on the Business Day they are debited from
the Restricted Accounts, such shortfall or the amount of such Bank Fees will be paid by
Company sending Bank a check in the amount of such shortfall or such Bank Fees, without
setoff or counterclaim, within fifteen (15) calendar days after demand of Bank. In no event
shall Secured Party have any obligation to pay Bank Fees, indemnification or any other amount
to Bank.8.
    
    Account Documentation.Secured Party and Company agree that, except as specifically provided
in this Agreement, the Restricted Accounts and Securities Accounts will be subject to, and
Banks operation of the Restricted Accounts and Securities Accounts will be in accordance
with, the terms and provisions of (i) Banks Commercial Account Agreement or other deposit
account agreement governing the Restricted Accounts and (ii) Banks Acceptance of Services,
Master Agreement for Treasury Management Services, and applicable sweep option Service
Description or securities account agreement governing the Offshore Accounts and Securities
Accounts (collectively, the Account Documentation).9.
    
    Bank Statements.After Bank receives the Instructions, Bank will send to Secured Party by
United States mail, at the address indicated for Secured Party after its signature to this
Agreement, duplicate copies of all bank statements on the Restricted Accounts and Securities
Accounts which are sent to Company. Banks liability for any errors is limited as provided in
the Limitation of Liability section of this Agreement.10.
    
    Partial Subordination of Banks Rights.Bank hereby subordinates to the security interest of
Secured Party and/or Lender in the Restricted Accounts and Securities Accounts (i) any
security interest which Bank may have or acquire in the Restricted Accounts or Securities
Accounts, and (ii) any right which Bank may have or acquire to set off or otherwise apply any
Restricted Account Funds or Securities Account Assets against the payment of any indebtedness
from time to time owing to Bank from Company, except for debits to the Restricted Accounts
permitted under this Agreement for the payment of Returned Item Amounts, Settlement Item
Amounts or Bank Fees.11.
    
    Bankruptcy Notice; Effect of Filing.If Bank at any time receives notice of the commencement
of a bankruptcy case or other insolvency or liquidation proceeding by or against Company (a
Bankruptcy Notice), Bank will
continue to comply with its obligations under this
Agreement, except to the extent that any action required of Bank under this Agreement is
prohibited under applicable bankruptcy laws or regulations or is stayed pursuant to the
automatic stay imposed under the United States Bankruptcy Code, by order of any court or
agency or by Chapter 463B of the Nevada Revised Statutes.12.
    
    Legal Process, Legal Notices and Court Orders.Bank will comply with any legal process, legal
notice or court order it receives if Bank determines in its sole discretion that the legal
process, legal notice or court order is legally binding on it.13.
    
    Indemnification for Following Instructions.Secured Party and Company each agree that,
notwithstanding any other provision of this Agreement, Bank will not be liable to Secured
Party or Company for any losses, liabilities, damages, claims (including, but not limited to,
third party claims), demands, obligations, actions, suits, judgments, penalties, costs or
expenses, including, but not limited to, attorneys fees, (collectively, Losses and
Liabilities) suffered or incurred by Secured Party or Company as a result of or in
connection with, (a) Bank complying with any binding legal process, legal notice or court
order referred to in Section 12 of this Agreement, (b) Bank following any instruction or
request of Administrative Agent, or (c) Bank complying with its obligations under this
Agreement. Company will indemnify Bank against any Losses and Liabilities Bank may suffer or
incur as a result of or in connection with any of the circumstances referred to in clauses
(a) through (c) of this Section 13.14.
    
    No Representations or Warranties of Bank.Bank agrees to perform its obligations under this
Agreement in a manner consistent with the quality provided when Bank performs similar
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services for its own account. However, Bank will not be responsible for the errors, acts or
omissions of others, such as communications carriers, correspondents or clearinghouses
through which Bank may perform its obligations under this Agreement or receive or transmit
information in performing its obligations under this Agreement. Secured Party and Company
also understand that Bank will not be responsible for any loss, liability or delay caused by
wars, failures in communications networks, labor disputes, legal constraints, fires, power
surges or failures, earthquakes, civil disturbances or other events beyond Banks control.
BANK MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES
PROVIDED HEREUNDER OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.15.
    
    Limitation of Liability. Bank will not be responsible for any Losses and Liabilities due to
any cause other than its own negligence or breach of this Agreement, in which case its
liability to Secured Party and Company shall, unless otherwise provided by any law which
cannot be varied by contract, be limited to direct money damages in an amount not to exceed
ten (10) times all the Bank Fees charged or incurred during the calendar month immediately
preceding the calendar month in which such Losses and Liabilities occurred (or, if no Bank
Fees were charged or incurred in the preceding month, the Bank Fees charged or incurred in the
month in which the Losses and Liabilities occurred). Company will indemnify Bank against all
Losses and Liabilities suffered or incurred by Bank as a result of third party claims;
provided, however, that to the extent such Losses and Liabilities are directly caused by
Banks negligence or breach of this Agreement such indemnity will only apply to those Losses
and Liabilities which exceed the liability limitation specified in the preceding sentence. The
limitation of Banks liability and the indemnification by Company set out above will not be
applicable to the extent any Losses and Liabilities of any party to this Agreement are
directly caused by Banks gross negligence or willful misconduct. IN NO EVENT WILL BANK BE
LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, WHETHER ANY
CLAIM IS BASED ON CONTRACT OR TORT, WHETHER THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN TO BANK
AND REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, INCLUDING, BUT NOT LIMITED TO, ANY CLAIM OR
ACTION ALLEGING GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FAILURE TO EXERCISE REASONABLE CARE OR
FAILURE TO ACT IN GOOD FAITH.Any action against Bank by Company or Secured Party (as directed
by Required Lenders) under or related to this Agreement must be brought within twelve (12)
months after the cause of action accrues.16.
    
    Termination.This Agreement may be terminated by Secured Party or Bank at any time by either
of them giving thirty (30) calendar days prior written notice of such termination to the other
parties to this Agreement at their contact addresses specified after their signatures to this
Agreement; provided, however, that this Agreement may be terminated (i) twenty (20) business
days following written notice from Bank to Company and Secured Party should Company or Secured
Party fail to make any payment when due to Bank from Company or Secured Party under the terms
of this Agreement, or (ii) immediately upon written notice from Administrative Agent to Bank
upon termination or release of Secured Partys security interest in the Restricted Accounts
and Securities Accounts. Companys and Lenders obligation to report errors in funds transfers
and bank statements and to pay Returned Items Amounts, Settlement Item Amounts, and Bank Fees,
as well as the indemnifications made, and the limitations on the liability of Bank accepted,
by Company and Lender under this Agreement will continue after the termination of this
Agreement and/or the closure of the Restricted Accounts and/or Securities Accounts with
respect to all the circumstances to which they are applicable existing or occurring before
such termination or closure, and any liability of any party to this Agreement, as determined
under the provisions of this Agreement, with respect to acts or omissions of such party prior
to such termination or closure will also survive such termination or closure. Upon any
termination of this Agreement and the Service or closure of the Restricted Accounts all
available balances in the Restricted Accounts (including proceeds from redemption of all
Securities Account Assets) on the date of such termination or closure will be transferred to
Administrative Agent or as otherwise requested by Administrative Agent in writing to Bank.
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17.
    
    Modifications, Amendments, and Waivers.This Agreement may not be modified or amended, or
any provision thereof waived, except in a writing signed by all the parties to this
Agreement.18.
    
    Notices.All notices from one party to another shall be in writing and shall be delivered to
Company, Administrative Agent, Secured Party and/or Bank at their contact addresses specified
on Schedule B hereto, or any other address of any party notified to the other parties
in writing, and shall be effective upon receipt. Any notice sent by a party to this Agreement
to another party shall also be sent to all other parties to this Agreement. Bank is authorized
by Company and Secured Party to act on any instructions or notices received by Bank if (a)
such instructions or notices purport to be made on behalf of Secured Party, (b) Bank
reasonably believes that they are so made, and (c) they do not conflict with the terms of this
Agreement as such terms may be amended from time to time, unless such conflicting instructions
or notices are supported by a court order. In furtherance of the intentions of the parties
hereof, this Agreement shall constitute written notice by Secured Party to Bank and Banks
Grand Cayman branch of Secured Partys security interest in the Restricted Accounts and
Securities Accounts.19.
    
    Successors and Assigns.Neither Company nor Secured Party may assign or transfer its rights
or obligations under this Agreement to any person or entity without providing prompt written
notice to the Bank, which consent will not be unreasonably withheld or delayed.
Notwithstanding the foregoing, Secured Party may transfer its rights and duties under this
Agreement to (i) a transferee to which, by contract or operation of law, Secured Party
transfers substantially all of its rights and duties under the financing or other arrangements
between Secured Party and Company, or (ii) if Secured Party is acting as a representative in
whose favor a security interest is created or provided for, a transferee that is a successor
representative; provided that as between Bank and Secured Party, Secured Party will not be
released from its obligations under this Agreement unless and until Bank receives any such
transferees binding written agreement to assume all of Secured Partys obligations hereunder.
Bank may not assign or transfer its rights or obligations under this Agreement to any person
or entity without the prior written consent of Secured Party, which consent will not be
unreasonably withheld or delayed; provided, however, that no such consent will be required if
such assignment or transfer takes place as part of a merger, acquisition or corporate
reorganization affecting Bank.20.
    
    Governing Law.This Agreement shall be governed by and be construed in accordance with the
laws of the state in which the office of Bank that maintains the Restricted Accounts is
located, without regard to conflict of laws principles. This state shall also be deemed to be
Banks jurisdiction, for purposes of Article 9 of the Uniform Commercial Code as it applies to
this Agreement; provided, however, that all provisions regarding the rights, duties and
obligations of the Secured Party shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made to be performed entirely in such
State.Notwithstanding anything to the contrary contained in this Agreement, the Company, Bank,
Administrative Agent and Secured Party acknowledge and agree that this Agreement is intended
to be an agreement between the Company, Bank, Administrative Agent and Secured Party
governing the Restricted Accounts within the meaning of Section 9-304(b) (and, if applicable,
Section 8-110(e)(2)) of the Uniform Commercial Code as in effect in the State of New York
from time to time (the NY UCC) and that the State of New York shall be deemed to be the
jurisdiction of Bank for purposes of any matter in respect of the Restricted Accounts
relating to or arising under Section 9-304 (and, if applicable, Section 9-305) of the NY UCC.
The Company, Bank, Administrative Agent and Secured Party expressly agree that the terms and
conditions of any other agreement establishing the Restricted Accounts or otherwise governing
the Restricted Accounts shall, to the extent inconsistent herewith, be subordinate to and
controlled by this Agreement, subject to applicable Gaming Laws.21.
    
    Severability.To the extent that the terms of this Agreement are inconsistent with, or
prohibited or unenforceable under, any applicable law or regulation, they will be deemed
ineffective only to the extent of such prohibition or unenforceability and be deemed modified
and applied in a manner consistent with such law or regulation. Any provision of this
Agreement which is deemed
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unenforceable or invalid in any jurisdiction shall not affect the enforceability or
validity of the remaining provisions of this Agreement or the same provision in any
other jurisdiction.22.
    
    Counterparts.This Agreement may be executed in any number of counterparts each of which
shall be an original with the same effect as if the signatures thereto and hereto were upon
the same instrument. Delivery of an executed counterpart of a signature page of this Agreement
by telecopier or electronic image scan transmission (e.g. a pdf file) shall be effective as
delivery of a manually executed counterpart of the Agreement.23.
    
    Entire Agreement.This Agreement, together with the Account Documentation, contains the
entire and only agreement among all the parties to this Agreement and between Bank and
Company, and Bank and Secured Party, with respect to (a) the interest of Secured Party and the
Lenders in the Restricted Accounts and Restricted Account Funds, (b) the interest of Secured
Party and the Lenders in the Securities Accounts and Securities Account Assets, and (c) Banks
obligations to Secured Party and the Lenders in connection with the Restricted Accounts and
Securities Accounts.
 Signatures continue on following page
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COMPANY:
 AMERICAN CASINO &
ENTERTAINMENT PROPERTIES LLC, a
Delaware limited liability companyBy:Name:Title:W2007 ACEP FIRST MEZZANINE B
BORROWER, L.P., a Delaware limited
partnershipBy: W2007 ACEP FIRST MEZZANINE B
GEN-PAR, L.L.C., a Delaware limited liability
company, its general partnerBy:Name:Title:FRESCA, LLC, a Nevada limited liability
companyBy:Name:Title:STRATOSPHERE GAMING LLC, a Nevada
limited liability companyBy:Name:Title:
 W2007 ACEP FIRST MEZZANINE A
BORROWER, L.P., a Delaware limited
partnershipBy: W2007 ACEP FIRST MEZZANINE AGEN-PAR, L.L.C., a Delaware limited liability
company, its general partnerBy:Name:Title:ARIZONA CHARLIES, LLC, a Nevada
limited liability companyBy:Name:Title:AQUARIUS GAMING LLC, a Nevada
limited liability companyBy:Name:Title:
   Signatures continue on following page




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W2007 AQUARIUS PROPCO, L.P., a Delaware
limited partnershipBy:
    
    W2007 AQUARIUS GEN-PAR, L.L.C., a
Delaware limited liability company, its
general partnerBy:Name:Title:W2007 STRATOSPHERE LAND PROPCO,
L.P., a Delaware limited partnershipBy:
    
    W2007 STRATOSPHERE LAND GEN-
PAR, L.L.C., a Delaware limited liability
company, its general partnerBy:Name:Title:W2007 FRESCA PROPCO, L.P., a Delaware
limited partnershipBy:
    
    W2007 FRESCA GEN-PAR, L.L.C., a Delaware limited liability
company, its general partnerBy:Name:Title:
 W2007 STRATOSPHERE PROPCO, L.P., a
Delaware limited partnershipBy:
    
    W2007 STRATOSPHERE GEN-PAR,
L.L.C., a Delaware limited liability
company, its general partnerBy:Name:Title:W2007 ARIZONA CHARLIES PROPCO,
L.P., a Delaware limited partnershipBy:
    
    W2007 ARIZONA CHARLIES GEN-
PAR, L.L.C., a Delaware limited liability
company, its general partnerBy:Name:Title:
   Signatures continue on following page




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SECURED PARY:
 WELLS FARGO BANK, N.A., a
national banking
association, as
collateral agentBy:Name:Title:
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BANK:
 WELLS FARGO BANK, N.A., a
national banking
associationBy:Name:Title:
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ADMINISTRATIVE AGENT:
 ARCHON GROUP, L.P., a
Delaware limited
partnershipBy:Name:Title:
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LENDER:
 GOLDMAN SACHS
COMMERCIAL MORTGAGECAPITAL, L.P., a Delaware
limited partnershipBy:Name:Title:




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EXHIBIT A
 WELLS FARGO BANK. N.A.
    
    ABA # 121-000-248COMPANY NAME
    
    ACCOUNT NAME
    
    ACCOUNT NO.American Casino & Entertainment Properties, LLC
    
    Master General Operating
    
    412-168-1290American Casino & Entertainment Properties, LLC
    
    General Operating
    
    410-005-9617American Casino & Entertainment Properties, LLC
    
    Accounts Payable
    
    412-180-5766American Casino & Entertainment Properties, LLC
    
    Payroll
    
    410-005-9625Stratosphere Gaming LLC
    
    General Operating
    
    412-161-3517Stratosphere Gaming LLC
    
    Accounts Payable
    
    412-161-3525Stratosphere Gaming LLC
    
    Payroll
    
    412-161-3509Stratosphere Gaming LLC
    
    Workers Comp
    
    412-161-3533Stratosphere Gaming LLC
    
    Cage /Jackpot
    
    412-161-3541Stratosphere Gaming LLC
    
    Visa/Mastercard
    
    412-161-3467Stratosphere Gaming LLC
    
    American Express
    
    412-161-3475Stratosphere Gaming LLC
    
    Discover
    
    412-161-3483Stratosphere Gaming LLC
    
    Debit Cards
    
    412-161-3491Stratosphere Gaming LLC
    
    Starbucks Gift Cards
    
    412-161-3723Stratosphere Leasing, LLC
    
    Leasing  General Oper
    
    412-161-3582Aquarius LLC
    
    General Operating
    
    412-161-3673Aquarius LLC
    
    Accounts Payable
    
    412-179-4523Aquarius LLC
    
    Payroll
    
    412-161-3608Aquarius LLC
    
    Workers Comp
    
    412-161-3616Aquarius LLC
    
    Cage / Jackpot
    
    412-161-3657Aquarius LLC
    
    Visa/Mastercard
    
    412-161-3665Aquarius LLC
    
    American Express
    
    412-161-3640Aquarius LLC
    
    Discover
    
    412-161-3632Aquarius LLC
    
    Debit Cards
    
    412-161-3681Aquarius LLC
    
    Starbucks Gift Cards
    
    412-166-0492




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WELLS FARGO BANK. N.A.
    
    ABA # 121-000-248COMPANY NAME
    
    ACCOUNT NAME
    
    ACCOUNT NO.Arizona Charlies LLC (Decatur)
    
    General Operating
    
    410-005-8163Arizona Charlies LLC (Decatur)
    
    Accounts Payable
    
    412-179-4507Arizona Charlies LLC (Decatur)
    
    Payroll
    
    410-005-8155Arizona Charlies LLC (Decatur)
    
    Workers Comp
    
    410-005-8189Arizona Charlies LLC (Decatur)
    
    Cage Acct
    
    410-005-8171Arizona Charlies LLC (Decatur)
    
    Visa/Mastercard
    
    410-005-8197Arizona Charlies LLC (Decatur)
    
    American Express
    
    410-005-8205Arizona Charlies LLC (Decatur)
    
    Diners/Discover
    
    410-005-8213Arizona Charlies LLC (Decatur)
    
    Debit Cards
    
    412-142-4857Fresca, LLC dba Arizona Charlies East
    
    General Operating
    
    405-000-5669Fresca, LLC dba Arizona Charlies East
    
    Accounts Payable
    
    412-179-4515Fresca, LLC dba Arizona Charlies East
    
    Payroll
    
    412-115-0528Fresca, LLC dba Arizona Charlies East
    
    Workers Comp
    
    412-115-0536Fresca, LLC dba Arizona Charlies East
    
    Cage / Jackpot
    
    412-115-0569Fresca, LLC dba Arizona Charlies East
    
    Visa/Mastercard
    
    401-002-0931Fresca, LLC dba Arizona Charlies East
    
    American Express
    
    401-002-0949Fresca, LLC dba Arizona Charlies East
    
    Diners/Discover
    
    401-002-0956Fresca, LLC dba Arizona Charlies East
    
    Debit Cards
    
    412-142-4865




---



##### 



Exhibit B
  th
  
  th




---



##### 



&
  &
  
  th




---



##### 



Exhibit I
 Form of Assignment &Assumption Agreement
 ASSIGNMENT AND ASSUMPTION AGREEMENT
 Agreement  Assignor  Assignee
 W I T N E S S E T H:
 Loan Agreement Loan
 Loan Interest
  Assignment
 Settlement Date provided however
 Assumption
 Non-Reliance on Assignor
 2




---



##### 



4
 Representations




---



##### 



Governing Law
 Counterparts
 Successors and Assigns
 Entire Agreement
 Defined Terms




---



##### 



ASSIGNOR:
 [  ]
 ASSIGNEE:   [  ]




---



##### 



Exhibit J
 Form of Debt to EBITDA Certificate
  ACEP Consolidated Results
 Year 1
    
    Year 2
    
    Year 3
    
    Year 4
    
    Year 5RevenuesCasino WinTable GamesSlotsOther Casino (Bingo, Keno, R&S, Poker)Gross Casino WinLess: DiscountsLess: Progressive / ParticipationsNet Casino WinOther RevenueRoomsFoodBeverageF&B OtherEntertainmentRetailTowerRV ParkOtherTotalGross RevenueLess ComplimentariesNet RevenueCost of SalesCost of FoodCost of BeverageOther / RebatesTotalExpensesPayroll  Regular & OTPayroll  PTO / Benefits / TaxesPayroll  Incentive Bonus




---



##### 



Year 1
    
    Year 2
    
    Year 3
    
    Year 4
    
    Year 5Payroll  AllocationTotal PayrollBad Debt (Casino)Gaming TaxPromotional ExpenseMarketing / AdvertisingProperty OperationsR&M ExpenseUtilities CostsContract EntertainmentAllocated Operating ExpensesHighgate Management FeesAll Other ExpensesTotal ExpensesTotal Costs & ExpensesEBITDAOperating MarginEBITDA Before Management FeeFF&E ReserveNet Cash Flow




---



##### 



Exhibit K
 Form of Holdings LLC Agreement




---



##### 



SECOND AMENDED AND RESTATED
 LIMITED LIABILITY COMPANY AGREEMENT
OF
 W2007/ACEP HOLDINGS, LLC




---



##### 



TABLE OF CONTENTS
 PageARTICLE I FORMATION
    
    
    21.01
    
    
    Formation
    
    
    21.02
    
    
    Name
    
    
    21.03
    
    
    Admission of MTGLQ
    
    
    21.04
    
    
    Principal Office; Place of Business
    
    
    21.05
    
    
    Registered Office
    
    
    21.06
    
    
    Term
    
    
    2ARTICLE II DEFINITIONS
    
    
    3ARTICLE III PURPOSE AND BUSINESS
    
    
    163.01
    
    
    Business
    
    
    163.02
    
    
    Authorized Activities
    
    
    17ARTICLE IV MEMBERSHIP INTERESTS AND CAPITAL
    
    
    184.01
    
    
    Managing Member
    
    
    184.02
    
    
    Other Members
    
    
    184.03
    
    
    Capital Contributions
    
    
    184.04
    
    
    Failure to Fund Capital Calls
    
    
    194.05
    
    
    Interest
    
    
    234.06
    
    
    Capital Account
    
    
    234.07
    
    
    Withdrawal of Capital Contributions
    
    
    234.08
    
    
    Restoration of Negative Capital Accounts
    
    
    244.09
    
    
    Highgate Consulting Agreement
    
    
    24ARTICLE V PROFITS, LOSSES AND DISTRIBUTIONS
    
    
    245.01
    
    
    Allocation of Profits and Losses
    
    
    245.02
    
    
    Applications and Distributions
    
    
    245.03
    
    
    Withholding
    
    
    265.04
    
    
    Form of Distributions
    
    
    265.05
    
    
    Reimbursement
    
    
    26ARTICLE VI RIGHTS AND OBLIGATIONS OF THE MANAGING MEMBER
    
    
    276.01
    
    
    Management
    
    
    276.02
    
    
    Authority
    
    
    276.03
    
    
    Liability for Acts and Omissions
    
    
    286.04
    
    
    Company Costs and Expenses
    
    
    316.05
    
    
    Organizational Expenses
    
    
    316.06
    
    
    Other Activities
    
    
    316.07
    
    
    Miscellaneous Revenues
    
    
    316.08
    
    
    Compensation of Members and their Affiliates; Goldman as
Exclusive Financial Advisor
    
    
    31ARTICLE VII  ASSIGNMENTS, WITHDRAWAL AND BANKRUPTCY OF THE MANAGING MEMBER
    
    
    327.01
    
    
    Assignment or Withdrawal by the Managing Member
    
    
    327.02
    
    
    Voluntary Assignment or Withdrawal of the Managing Member
    
    
    327.03
    
    
    Bankruptcy of the Managing Member
    
    
    337.04
    
    
    Obligations of a Prior Managing Member
    
    
    337.05
    
    
    Successor Managing Member
    
    
    337.06
    
    
    Gaming Approvals
    
    
    34ARTICLE VIII RIGHTS AND OBLIGATIONS OF OTHER MEMBERS; HIGHGATE EVENT OF DEFAULT
    
    
    34
 -i-




---



##### 



TABLE OF CONTENTS
 Page8.01
    
    
    Management of the Company
    
    
    348.02
    
    
    Limitation on Liability
    
    
    348.03
    
    
    Power of Attorney
    
    
    358.04
    
    
    Highgate Event of Defaultt:
    
    
    36ARTICLE IX TRANSFER OF MEMBERSHIP INTERESTS
    
    
    399.01
    
    
    Transfers
    
    
    399.02
    
    
    Transfer by Members
    
    
    399.03
    
    
    Right of First Offer on MTGLQ Interests
    
    
    419.04
    
    
    Right of First Offer on Whitehall Interests
    
    
    439.05
    
    
    Tag-Along Rights
    
    
    459.06
    
    
    Substitute Member
    
    
    469.07
    
    
    Withdrawal by or Removal of Members
    
    
    47ARTICLE X DISSOLUTION AND LIQUIDATION; CONTINUATION
    
    
    4810.01
    
    
    Dissolution:
    
    
    4810.02
    
    
    Liquidation
    
    
    4910.03
    
    
    Continuation of Company
    
    
    49ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE MEMBERS
    
    
    5011.01
    
    
    Representations and Warranties of the Members
    
    
    5011.02
    
    
    Representations and Warranties of the Managing Member
    
    
    50ARTICLE XII ACCOUNTING AND REPORTS
    
    
    5012.01
    
    
    Books and Records
    
    
    5012.02
    
    
    Tax Matters Member
    
    
    5112.03
    
    
    Reports to Members
    
    
    5112.04
    
    
    Company Funds
    
    
    52ARTICLE XIII AMENDMENTS
    
    
    5313.01
    
    
    Amendments
    
    
    53ARTICLE XIV MISCELLANEOUS
    
    
    5314.01
    
    
    Title to Company Property
    
    
    5314.02
    
    
    Validity
    
    
    5314.03
    
    
    Applicable Law
    
    
    5314.04
    
    
    Binding Agreement
    
    
    5414.05
    
    
    Waiver of Action for Partition
    
    
    5414.06
    
    
    Record of Members
    
    
    5414.07
    
    
    Headings
    
    
    5414.08
    
    
    Terminology
    
    
    5414.09
    
    
    Counterparts
    
    
    5414.10
    
    
    Entire Agreement
    
    
    5414.11
    
    
    Disclaimer
    
    
    5414.12
    
    
    No Third Party Rights
    
    
    5414.13
    
    
    Services to the Company
    
    
    5414.14
    
    
    Confidentiality
    
    
    55
 -ii-




---



##### 



SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF W2007/ACEP HOLDINGS, LLC
 Finance Parallel MTGLQ Highgate Appendix A
 RECITALS
 Certificate of Formation Original Agreement Street
  Existing Agreement
  Street Guaranty Payments 2009
Financing Collateral Agent 2009 Loan Agreement




---



##### 



ARTICLE I
 FORMATION
 Formation
 Name
 Admission of MTGLQ
 Principal Office; Place of Business
 Registered Office
 Term
 2




---



##### 



ARTICLE II
 DEFINITIONS
 Appendix A
 ACEP LLC
 ACEP LLC Operating Agreement
 Act
 Actual Promote Payments less multiplied
by less
 Affiliate
 Agreement
 Appointment Date
 Appraised Value
 1.
    
    The Appraisers appointed by the Members in accordance with Section 8.04(A)(5) shall
each determine the value of the Companys assets (each, a Valuation) in accordance with
generally accepted professional appraisal standards and deliver such determination in
writing within thirty (30) days following the Appointment Date. The Managing Member
 3




---



##### 



and Highgate shall each have the right to submit to those Appraisers evidence with respect
to value.2.
    
    If the difference between the Valuations is less than an amount equal to five percent
(5%) of the lower Valuation, then the average of the Valuations shall be the Appraised
Value.3.
    
    If the difference between the Valuations is greater than or equal to an amount equal to
five percent (5%) of the lower Valuation, then the Appraisers appointed by the applicable
Members in accordance with Section 8.04(A)(5) shall appoint a third Appraiser (the Third
Appraiser) within ten (10) days after the delivery of their respective Valuations. If the
Appraisers appointed by the applicable Members in accordance with Section 8.04(A)(5) cannot
agree on a Third Appraiser within such time, then the Managing Member and Highgate shall
appoint a Third Appraiser within ten (10) days after the expiration of the 10-day period
following the delivery of the Valuations. If the Managing Member and Highgate cannot agree
on a Third Appraiser within such time, then, upon the application of either party within
five (5) days thereafter, the Third Appraiser shall be selected by or on behalf of the
President of the Appraisal Institute upon the application of either party, who shall be
instructed to select the Third Appraiser within ten (10) days.4.
    
    The Third Appraisers Valuation shall be the Appraised Value unless such Valuation is
higher than the highest Valuation of the Appraisers appointed by the Members in accordance
with Section 8.04(A)(5) or lower than the lowest Valuation of the Appraisers appointed by
the Members in accordance with Section 8.04(A)(5), in which case the Appraised Value shall
be such highest or lowest Valuation of the Appraisers appointed by the applicable Members
in accordance with Section 8.04(A)(5), as applicable.5.
    
    If any Appraiser appointed by the applicable Members in accordance with Section
8.04(A)(5) or the Third Appraiser becomes unable or unwilling to provide a Valuation, a
successor Appraiser shall be appointed in the same manner as the Person who is unwilling or
unable to perform.6.
    
    In the event an Appraiser shall not deliver a Valuation within the time required
herein, then the Valuation of the Appraiser who delivers a Valuation first shall be the
Appraised Value.7.
    
    If the Members need to determine an Appraised Value for purposes of Section 9.07, then
the term Highgate in the definition of Appraised Value shall be replaced with the
Withdrawing Member, mutatis mutandis.
 Appraiser
 Bankruptcy
 4




---



##### 



Bankruptcy Code
 Board
 Business Day
 Capital Account
 Capital Call
 Capital Contribution
 Certificate of Formation
 Class A Units
 Class B Units
 Closing
 Closing Date Financing
 5




---



##### 



Code
 Collateral Agent
 Commission
 Company
 Company Loan
 Confidential Information
 Consent
 Contributing Member
 Credit Enhancement Fee
 Debt Payment
 Default Purchase Notice
 Default Purchase Price
 Default Rate the lesser of the greater of and and
 Defaulting Member
 Derivative(s)
 6




---



##### 



Exchange Act
 Existing Agreement
 Expert
 Failed Contribution
 Fair Value
 Finance
 Fiscal Year
 Funded Portion
 7




---



##### 



Gaming Determination
 Gaming License
 Goldman
 GSMC
 Highgate
 Highgate Consulting Agreement
 Highgate Consultant
 Highgate Event of Default
 1.
    
    the gross negligence, fraud, defalcation (other than a mere
failure to meet an obligation that does not involve the misappropriation of
funds) or willful misconduct by the Highgate Consultant under or in
connection with, or a breach by the Highgate Consultant of or under, the
Highgate Consulting Agreement which results in an Event of Default (as
defined in the Highgate Consulting Agreement) under the
Highgate Consulting Agreement;2.
    
    the gross negligence, fraud, defalcation (other than a mere
failure to meet an obligation that does not involve the misappropriation of
funds) or willful misconduct by Highgate in carrying out its duties and
obligations under or in connection with, or a material breach by Highgate of
or under, this Agreement;3.
    
    any criminal indictment or conviction with respect to (x)
Highgate, (y) any Highgate Principal or any of the representatives of
Highgate listed on Schedule 3.4 or (z) any other officer, director, general
partner or managing member of Highgate or any Affiliate of Highgate (if such
officer, director, general partner or managing member is involved in the
provision of services under the Highgate Consulting Agreement);
provided,
however, that in the event that that a Highgate Event of Default is
triggered pursuant to clause (z) above, if such officer, director, general
partner or managing member is terminated within 24 hours of the indictment or
conviction and the Company is reimbursed within ten (10) Business Days by
Highgate for any damages the Company and/or its subsidiaries have incurred as
a result of any actions
 8




---



##### 



of such person, such criminal indictment or conviction shall not be deemed a
Highgate Event of Default; or
 4.
    
    the occurrence of any Bankruptcy with respect to Highgate.
 the first to occur of: and provided th
 Highgate Principals
 Highgate Tag-Along Notice
 Highgate Tag-Along Transfer
 Indebtedness
 Indemnified Parties
 Interest
 Internal Rate of Return
 9




---



##### 



Schedule C
 Investment
 Investment Company Act
 Investment Expenses
 Investment Revenues
 Liquidator
 Loan Guaranty
 10




---



##### 



Managing Member
 Marketing Period
 Member
 MTGLQ
 MTGLQ Acceptance Notice
 MTGLQ Acceptance Period
 MTGLQ Closing Period
 MTGLQ Members
 MTGLQ Proposed Purchase Price
 MTGLQ Proposed Sale Notice
 MTGLQ Purchase Deposit
 MTGLQ Purchase Option
 MTGLO Purchaser
 MTGLQ Selling Member
 MTGLQ Subject Interest
 Net Investment Revenues
 Nevada Gaming Authorities
 11




---



##### 



Nevada Gaming Laws
 Non-Recourse Carveout Guaranty
 Notice provided however,
 Operating Expenses
 Original Agreement
 Organizational Expenses
 Parallel
 Percentage Interest Schedule A
 12




---



##### 



Person
 Preferred Capital Contributions
 Preferred Internal Rate of Return
 Preferred Percentage Interest
 Preferred Return
 Prime Rate
 Profits and Losses
  13




---



##### 



Appendix A
 Appendix A
  Appendix A
   Promissory Note
 Proposing Member
 Publicly Traded
 Qualified MTGLQ Transferee provided
 Regulations
 14




---



##### 



Requisite Promote
 Securities Act
 Service
 Street
 Street Guaranty
 Street Guaranty Payments
 Substitute Member
 Tag-Along Notice
 Tag-Along Transfer
 Tax Shortfall Amount
 TMP
 Transfer
 2009 Financing
 2009 Loan Agreement
 Unreturned Capital over
 Unreturned Preferred Capital
 15




---



##### 



over
 Voteco
 Whitehall Acceptance Notice
 Whitehall Acceptance Period
 Whitehall Closing Period
 Whitehall Group
 Whitehall Marketing Period
 Whitehall Members
 Whitehall Proposed Purchase Price
 Whitehall Proposed Sale Notice
 Whitehall Purchase Deposit
 Whitehall Purchase Option
 Withdrawal Purchase Price
 Whitehall Purchaser
 Whitehall Selling Member
 Whitehall Subject Interest
 Withdrawing Member
 ARTICLE III
 PURPOSE AND BUSINESS
 Business
  16




---



##### 



Authorized Activities
          17




---



##### 



ARTICLE IV
 MEMBERSHIP INTERESTS AND CAPITAL
 Managing Member
 Other Members
 Capital Contributions
 Schedule C
 Capital Call
  18




---



##### 



Defaulting Member Company
Loan
 Failure to Fund Capital Calls
 19




---



##### 



provided
 Failed Contribution Contributing Member pro
rata
  Funded Portion
  20




---



##### 



pro rata
 21




---



##### 



Dilution
    22




---



##### 



Interest
 Capital Account
 Appendix
A
 Appendix A
  Appendix
 A
  Withdrawal of Capital Contributions
 23




---



##### 



Restoration of Negative Capital Accounts
 Highgate Consulting Agreement
 ARTICLE V
 PROFITS, LOSSES AND DISTRIBUTIONS
 Allocation of Profits and Losses Appendix A
 Applications and Distributions
  pro rata
  First, pro rata
 24




---



##### 



Second, rata Preferred
Return
 Third, pro rata
 Fourth, pro
rata provided
 Schedule B Schedule B
  Tax Distributions Tax Shortfall Amount
 25




---



##### 



provided
 Withholding
 Form of Distributions
 Reimbursement
 26




---



##### 



ARTICLE VI
 RIGHTS AND OBLIGATIONS OF THE MANAGING MEMBER
 Management
 Authority
    27




---



##### 



Liability for Acts and Omissions
 Indemnified Parties provided that,
 28




---



##### 



provided however provided pro rata
 provided
 29




---



##### 



30




---



##### 



provided
 Company Costs and Expenses
 Organizational Expenses
 Other Activities
 Miscellaneous Revenues
 Compensation of Members and their Affiliates; Goldman as Exclusive Financial
Advisor
 31




---



##### 



Credit
Enhancement Fee
   ARTICLE VII
 ASSIGNMENTS, WITHDRAWAL AND BANKRUPTCY OF THE MANAGING MEMBER
 Assignment or Withdrawal by the Managing Member
 Voluntary Assignment or Withdrawal of the Managing Member
 32




---



##### 



Bankruptcy of the Managing Member
 Obligations of a Prior Managing Member provided however
 Successor Managing Member
   33




---



##### 



Gaming Approvals
 ARTICLE VIII
 RIGHTS AND OBLIGATIONS OF OTHER MEMBERS;  HIGHGATE EVENT OF DEFAULT
 Management of the Company
   Limitation on Liability
  34




---



##### 



Power of Attorney
       35




---



##### 



Highgate Event of Default.
  Default Purchase Notice
 Default Purchase
Price
 36




---



##### 



pro rata
 37




---



##### 



Appointment Date
    38




---



##### 



ARTICLE IX
 TRANSFER OF MEMBERSHIP INTERESTS
 Transfers
 Transfer by Members
        39




---



##### 



40




---



##### 



Right of First Offer on MTGLQ Interests
 MTGLQ Selling Member MTGLQ Subject Interest
 MTGLQ Purchase Option
 MTGLQ Proposed Sale
Notice MTGLQ Proposed Purchase Price
 MTGLQ Acceptance Period MTGLQ Acceptance
Notice
 MTGLQ
Purchaser MTGLQ Marketing
Period MTGLQ Closing
Period
 41




---



##### 



MTGLQ Purchase Deposit
 42




---



##### 



Right of First Offer on Whitehall Interests
 Whitehall Selling Member Whitehall Subject Interest
 Whitehall Purchase Option
 Whitehall
Proposed Sale Notice Whitehall Proposed Purchase Price
 Whitehall Acceptance Period Whitehall Acceptance Notice
 Whitehall Purchaser
 43




---



##### 



Whitehall Marketing
Period Whitehall Closing Period
  Whitehall Purchase Deposit
 44




---



##### 



Tag-Along Rights
 Tag-Along Rights of MTGLQ Members Proposing Member Tag-Along Notice Tag-Along
Transfer
 45




---



##### 



Tag-Along Rights of Highgate Highgate Tag-Along Notice Highgate Tag-Along Transfer
 Substitute Member
    46




---



##### 



Withdrawal by or Removal of Members
    Gaming Determination Withdrawing Member
  Promissor
 47




---



##### 



Note Withdrawal Purchase Price
  Amount of
Payment
    
    =
    
    1.5 x A/B x CWhere
    
    
    
    A = Original principal amount of noteB = Fair Value of the Investment as of the effective date of removalC = Total amount of each distribution (including payment on the Promissory Note)
 ARTICLE X
 DISSOLUTION
AND LIQUIDATION; CONTINUATION
 Dissolution
    48




---



##### 



Liquidation
  provided
      Continuation of Company
 49




---



##### 



ARTICLE XI
 REPRESENTATIONS AND WARRANTIES OF THE MEMBERS
 Representations and Warranties of the Members
     Representations and Warranties of the Managing Member
 ARTICLE XII
 ACCOUNTING AND REPORTS
 Books and Records
  50




---



##### 



Tax Matters Member TMP
 Reports to Members
       51




---



##### 



Company Funds
 52




---



##### 



ARTICLE XIII
 AMENDMENTS
 Amendments
 ARTICLE XIV
 MISCELLANEOUS
 Title to Company Propert provided however
 Validity
 Applicable Law
 53




---



##### 



Binding Agreement
 Waiver of Action for Partition
 Record of Members
 Headings
 Terminology
 Counterparts
 Entire Agreement
 Disclaimer
 No Third Party Rights
 Services to the Company
 54




---



##### 



Confidentiality provided
 [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
 55




---



##### 



W2007 FINANCE SUB, LLCBy:
    
    Whitehall Street Global Real EstateLimited Partnership 2007, ManagingMemberBy:
    
    WH Advisors, L.L.C., 2007, GeneralPartnerBy:Name:Title:WHITEHALL PARALLEL GLOBAL REAL
ESTATE LIMITED PARTNERSHIP 2007By:
    
    WH Parallel Advisors, L.L.C. 2007,General PartnerBy:Name:Title:MTGLQ INVESTORS, L.P.By:
    
    MLQ, L.L.C., General PartnerBy:Name:Title:STRAT HOTEL INVESTOR, L.P.,By:
    
    Norwich GP, LLC,General PartnerBy:Name:Title:




---



##### 



APPENDIX A
 TO LIMITED LIABILITY COMPANY AGREEMENT OF
W2007/ACEP HOLDINGS, LLC
 Profits, Losses. Tax and Other Allocations
 Certain Definitions
 Adjusted Capital Account Deficit
    Depreciation provided
 Gross Asset Value
   -2-




---



##### 



de minimis
 de minimis
   Capital Account
 Nonrecourse Deductions
 Nonrecourse Liability
 Member Minimum Gain
 Member Nonrecourse Debt
 Member Nonrecourse Deductions
 -3-




---



##### 



Company Minimum Gain
  Allocation of Profits and Losses
   Mandatory Allocations
 Minimum Gain Chargeback Appendix A
 Member Minimum Gain Chargeback Appendix A
 -4-




---



##### 



Qualified Income Offset Appendix A
 No Excess Deficit
 Nonrecourse Deductions
 Member Nonrecourse Deductions
 Section 734 and 743 Adjustments
 Taking into Account Regulatory Allocations Regulatory Allocations
 -5-




---



##### 



Nonrecourse Debt Distribution
 Allocations for Tax Purposes
   Allocation of Discharge of Indebtedness of Income Arising from MTGLOs
Membership
 -6-




---



##### 



Allocations to Transferred Interests
 Purpose of the Allocation Provisions
 -7-




---



##### 



SCHEDULE A
 NAME, ADDRESS, CAPITAL CONTRIBUTION AND PERCENTAGE INTEREST OF
EACH MEMBER
 PercentageInterest as ofName
    
    Address
    
    Capital Contribution
    
    June 25, 2009W2007 Finance
    
    c/o Whitehall Street Global
    
    $
    187,558,579.71
    
    
    
    72.1780563
    %Sub, LLC
    
    Real Estate LimitedPartnership 200785 Broad StreetNew York, New York10004with a copy to:Sullivan & Cromwell LLP125 Broad StreetNew York, New York10004Attention: Anthony J.Colletta, Esq.Facsimile: (212) 558-3588Whitehall Parallel
    
    c/o Goldman, Sachs & Co.
    
    $
    6,123,039.07
    
    
    
    2.35632547
    %Global Real Estate
    
    85 Broad StreetLimited
Partnership 2007
    
    New York, New York
10004with a copy to:Sullivan & Cromwell LLP125 Broad StreetNew York, New York10004Attention: Anthony J.Colletta, Esq.Facsimile: (212) 558-3588MTGLQ
    
    85 Broad Street
    
    $
    57,168,188.89
    
    
    
    22.00
    %Investors, L.P.
    
    New York, New York10004Attention: []Facsimile:[]with a copy to:Cleary Gottlieb Steen &Hamilton LLPOne Liberty PlazaNew York, New York10006Attention: MichaelWeinberger, Esq.Facsimile: (212) 225-3999
 -A-1-




---



##### 



PercentageInterest as ofName
    
    Address
    
    Capital Contribution
    
    June 25, 2009Strat Hotel
    
    c/o Highgate Hotels, L.P.
    
    $
    9,005,596.34
    
    
    
    3.46561826
    %Investor, L.P.
    
    c/o Highgate Holdings, Inc.545 E. Carpenter Freeway,Suite 1400Irving, Texas 75062Attention: MahmoodKhmijiFacsimile: (972) 401-2400with a copy to:Haynes & Boone, LLP2323 Victory Avenue, Suite700Dallas, Texas 75219Attention: Jeff W. Dorrill,Esq.Facsimile: (214) 200-0754
 -A-2-




---



##### 



SCHEDULE B
 HYPOTHETICAL EXAMPLES OF PROMOTE CALCULATIONS
 -B-1-




---



##### 



ACEP Promote Calculation
 Note that compounding will occur on a monthly basis per the LLC Agreement. This analysis is for
illustrative purposes only
 Assumptions
 Member Loan
    
    Orig EquityEquity PercentaaesWhitehall
    
    
    77.53
    %
    
    $
    198.80
    
    
    
    74.53
    %
    
    $
    193.68Highgate
    
    
    0.47
    %
    
    $
    1.20
    
    
    
    3.47
    %
    
    $
    9.01GSMC
    
    
    22.00
    %
    
    $
    56.41
    
    
    
    22.00
    %
    
    $
    57.17$
    256.41
    

    
    
    
    
    
    $
    259.86Promote Structure AIRR Hurdle
    
    
    0.0
    %Promote
    
    
    3.4
    %Exit EBITDA (2013)
    
    $
    103.0Exit Multiple
    
    
    13.0
    x
  Year 0
    
    Year 1
    
    Year 2
    
    Year 3
    
    Year 4
    
    Year 5Whitehall Contribution
    
    
    
    
    
    $
    (193.7
    )
    
    $
    (198.8
    )Highgate Contribution
    
    
    
    
    
    $
    (9.0
    )
    
    $
    (1.2
    )GSMC Contribution
    
    
    
    
    
    $
    (57.17
    )
    
    $
    (56.4
    )Net Sale Proceeds
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,339.0Debt Amount
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (350.0
    )Total Levered
Pre-Promote Cash Flows
    
    
    
    
    
    $
    (259.9
    )
    
    $
    (256.4
    )
    
    $
    0.0
    
    
    $
    0.0
    
    
    $
    0.0
    
    
    $
    989.0IRR
    
    
    15.5
    %Member Loan AccountsWhitehallStart
    
    
    
    
    
    
    
    
    
    $
    198.8
    
    
    $
    228.6
    
    
    $
    262.9
    
    
    $
    302.3
    
    
    $
    347.7Accrual
    
    
    
    
    
    
    
    
    
    
    29.8
    
    
    
    34.3
    
    
    
    39.4
    
    
    
    45.4
    
    
    
    52.2Paydown
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    (399.9
    )End
    
    
    
    
    
    
    
    
    
    $
    228.6
    
    
    $
    262.9
    
    
    $
    302.3
    
    
    $
    347.7
    
    
    $
    0.0HighgateStart
    
    
    
    
    
    
    
    
    
    $
    1.2
    
    
    $
    1.4
    
    
    $
    1.6
    
    
    $
    1.8
    
    
    $
    2.1Accrual
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.3
    
    
    
    0.3Paydown
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    (2.4
    )End
    
    
    
    
    
    
    
    
    
    $
    1.4
    
    
    $
    1.6
    
    
    $
    1.8
    
    
    $
    2.1
    
    
    $
    0.0GSMCStart
    
    
    
    
    
    
    
    
    
    $
    56.4
    
    
    $
    64.9
    
    
    $
    74.6
    
    
    $
    85.8
    
    
    $
    98.7Accrual
    
    
    
    
    
    
    
    
    
    
    8.5
    
    
    
    9.7
    
    
    
    11.2
    
    
    
    12.9
    
    
    
    14.8Paydown
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    (113.5
    )End
    
    
    
    
    
    
    
    
    
    $
    64.9
    
    
    $
    74.6
    
    
    $
    85.8
    
    
    $
    98.7
    
    
    $
    0.0Whitehall/Highgate
Cash Flow Required
to Repay Member Loan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    515.7GSMC Share of Cash Flow Until
Member Loan is RepaidTotal Cash Flow Required
to Repay Member Loan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    515.7Remaining Cash Flow
After Member Loan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    473.3Promote WaterfallStart
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    259.9
    
    
    $
    259.9
    
    
    $
    259.9
    
    
    $
    259.9Accrual
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.0
    
    
    $
    0.0
    
    
    $
    0.0
    
    
    $
    0.0Paydown
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (259.9
    )End
    
    
    
    
    
    
    
    
    
    $
    259.9
    
    
    $
    259.9
    
    
    $
    259.9
    
    
    $
    259.9
    
    
    $
    0.0Whitehall/Highgate Cash
Flow Required to Hit Promote
Hurdle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    259.9GSMC Share of Cash Flow Until
Promote Hurdle is HitTotal Cash Flow Required to
Hit Promote Hurdle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    259.9Remaining Cash Flow
After Promote Waterfall
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    213.4
 Post-Promote Splits
 Promote
    
    Promote
    
    Post-PromotePro Rate Share
    
    Paid
    
    Earned
    
    Cash FlowWhitehall
    
    $
    159.1
    
    
    $
    (5.4
    )
    
    
    
    
    
    $
    153.7GSMC
    
    
    46.9
    
    
    
    (1.6
    )
    
    
    
    
    
    
    45.4Highgate
    
    
    7.4
    
    
    
    (0.3
    )
    
    $
    7.3
    
    
    
    14.4Totals
    
    $
    213.4
    
    
    $
    (7.3
    )
    
    $
    7.3
    
    
    $
    213.4
 Total Cash Distributions
 Member Loan
    
    Return of
    
    
    
    
    
    Total CashRepayment
    
    Capital
    
    Post-Promote
    
    Flow
    
    % of TotalWhitehall
    
    $
    399.9
    
    
    $
    193.7
    
    
    $
    153.7
    
    
    $
    747.2
    
    
    
    75.6
    %GSMC
    
    
    113.5
    
    
    
    57.2
    
    
    
    45.4
    
    
    
    216.0
    
    
    
    21.8
    %Highgate
    
    
    2.4
    
    
    
    9.0
    
    
    
    14.4
    
    
    
    25.8
    
    
    
    2.6
    %Totals
    
    $
    515.7
    
    
    $
    259.9
    
    
    $
    14.4
    
    
    $
    989.0
    
    
    
    100.0
    %




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##### 



SCHEDULE C
 SCHEDULE OF CAPITAL CONTRIBUTIONS
 Member
    
    Date
    
    Capital ContributionW2007 Finance Sub, LLC
    
    
    2/20/08
    
    
    $
    185,128,262.264/21/08
    
    
    
    ($130,644.08
    )6/6/08
    
    
    $
    2,155,788.9411/17/08
    
    
    $
    405,172.59Whitehall Parallel Global Real
    
    
    2/20/08
    
    
    $
    6,043,698.91Estate Limited Partnership
2007
    
    
    4/21/08
    
    
    
    ($4,265.01
    )6/6/08
    
    
    $
    70,377.9111/17/08
    
    
    $
    13,227.27MTGLQ Investors, L.P.
    
    
    2/20/08
    
    
    $
    56,427,423.804/21/08
    
    
    
    ($39,820.55
    )6/6/08
    
    
    $
    657,088.3111/17/08
    
    
    $
    123,497.33Strat Hotel Investor, L.P.
    
    
    2/20/08
    
    
    $
    8,888,905.024/21/08
    
    
    
    ($6,272.86
    )6/6/08
    
    
    $
    103,509.8711/17/08
    
    
    $
    19,454.30
 -B-2-




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EXHIBIT L
  
 
  Agreement Cash Management Bank Borrower Collateral Agent Administrative Agent Lender
 1
 
 
 
 
 
 1
    
    Attach Annex I (wiring and account information).




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2
  
 2
    
    During the continuance of an Event of Default, in any manner as Administrative Agent
on behalf of Lender may direct.




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Schedule A-l
 STRATOSPHERE HOTEL AND CASINO




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Schedule A-2
 AQUARIUS CASINO RESORT (1900 S. CASINO DRIVE  LAUGHLIN)




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Schedule A-3
 ARIZONA CHARLIES (DECATUR)




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Schedule A-4




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Schedule B   Exception Report
 Collective Bargaining Agreements
 1.
    
    The Agreement, dated as of March 23, 2006, by and between Stratosphere Gaming Corp. and
International Union of Operating Engineers Local No. 501, A.F.L.  C.I.O., covering the period
from October 15, 2005 to October 14, 2010.2.
    
    The Agreement, dated as of August 15, 2008, by and between Aquarius, LLC and
International Union of Operating Engineers Local No. 501, A.F.L.  C.I.O., covering the
period from April 1, 2008 to March 31, 2012.
 (a)
    
    The Basis of Participation of Central Pension Fund of the International
Union of Operating Engineers and Participating employers, by and between Aquarius
and International Union of Operating Engineers Local No. 501, A.F.L.  C.I.O.,
establishing the terms of pension contributions.(b)
    
    The Memorandum of Agreement, effective May 19, 2006, by and between the
American Casino & Entertainment Properties, LLC on behalf of Flamingo Laughlin, Inc.
and International Union of Operating Engineers Local No. 501, A.F.L.  C.I.O.,
establishing the terms upon which the Company adopted the Agreement dated March 23,
2006, by and between Aquarius (AREP Laughlin Corporation) and International Union of
Operating Engineers Local No. 501, A.F.L.  C.I.O., covering the period from April 1,
2008 to March 31, 2012.
 3.
    
    The Agreement, dated as of April 29, 2009, by and between the American Casino &
Entertainment Properties, LLC dba Stratosphere Casino, Hotel and Tower and Professional,
Clerical and Miscellaneous Employees, Teamsters Local Union No. 995, covering the period
from April 1, 2008 to March 31, 2013.
 (a)
    
    The Memorandum of Agreement, dated March 5, 2005, by and between the
Stratosphere Gaming Corp. and Professional, Clerical and Miscellaneous Employees,
Teamsters Local Union No. 995, concerning the response if a majority of a bargaining
unit requests to participate in the unions pension fund versus participation in the
Companys 401(k) plan.
 4.
    
    The Collective Bargaining Agreement, dated as of April 29, 2009, by and between American
Casino & Entertainment Properties, LLC dba Stratosphere Casino and Tower and
Professional, Clerical and Miscellaneous Employees, Teamsters Local Union No. 995,
covering the warehouse department for the period from April 1, 2008 to March 31, 2013.
 (a)
    
    The Memorandum of Agreement, dated April 29, 2005, by and between Stratosphere
Gaming Corp. and Professional, Clerical and Miscellaneous Employees, Teamsters Local
Union No. 995, concerning the response if a majority of employees in the warehouse
department requests to participate in the unions pension fund versus participation in
the Companys 401(k) plan.




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##### 



5.
    
    The Agreement, dated as of April 2, 2002, by and between Flamingo Laughlin, Inc. and the
United Steelworkers of America, covering the period from April 2, 2002 to April 1, 2008.
 (a)
    
    The Insurance Trust Understanding, dated April 2, 2002, by and between Flamingo
Laughlin, Inc. and United Steelworkers of America, whereby Flamingo Laughlin, Inc.
agreed to provide to United Steelworkers of America the information needed to obtain a
quote for various insurance coverage for its members.
 6.
    
    The Agreement, dated as of December 4, 2007, by and between Aquarius Casino Resort and the
Security, Police, Fire Professionals of America and its Amalgamated Local #824, covering the
period from March 1, 2007 to February 28, 2012, and year to year thereafter.
 7.
    
    The Labor Agreement, dated as of April 29, 2009, by and between Aquarius, LLC and the
International Alliance of Theatrical Stage Employees, Moving Picture Technicians, Artists and
Allied Crafts of the United States, its Territories and Canada, and its Trusted Local 720, Las
Vegas, Nevada, covering the period from December 1, 2007 to November 30, 2012.
 (a)
    
    Memorandum of Agreement #1, dated April 29, 2009, by and between Aquaruis, LLC
and the International Alliance of Theatrical Stage Employees, Moving Picture
Technicians, Artists and Allied Crafts of the United States, its Territories and
Canada, and its Trusted Local 720, Las Vegas, Nevada, to create a trained work force.(b)
    
    Memorandum of Agreement #2, dated April 29, 2009, by and between Aquarius, LLC
and the International Alliance of Theatrical Stage Employees, Moving Picture
Technicians, Artists and Allied Crafts of the United States, its Territories and
Canada, and its Trusted Local 720, Las Vegas, Nevada, clarifying outsourcing
procedures.(c)
    
    The Trust Acceptance Agreement, dated April 29, 2009, by and between Aquarius,
LLC and the International Alliance of Theatrical Stage Employees, Moving Picture
Technicians, Artists and Allied Crafts of the United States, its Territories and
Canada, and its Trusted Local 720, Las Vegas, Nevada.
 8.
    
    The Collective Bargaining Agreement, dated as of June 1, 2007, by and between Stratosphere
Gaming Corporation and Local Joint Executive Board of Las Vegas, for on behalf of Culinary
Workers Union, Local No. 226, and Bartenders Union, Local No. 165, covering the period from
June 1, 2007 to May 31, 2012, and year to year thereafter.
 (a)
    
    The Side Letter #1, dated November 12, 2007, by and between Stratosphere Gaming
Corporation and Local Joint Executive of Board of Las Vegas, regarding the requirement
that bartenders complete the Bartenders Local 165 Joint Apprenticeship Training Program
and the craft exam related to that program.(b)
    
    The Side Letter #2, dated November 12, 2007, by and between Stratosphere Gaming
Corporation and Local Joint Executive of Board of Las Vegas, establishing that
part-time cocktail servers who voluntarily accept assignment in the Top of the World
Specialty Room will be the only cocktail servers from the list of part-time cocktail
servers who will be offered such assignment.




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##### 



(c)
    
    The Side Letter #3, dated November 12, 2007, by and between Stratosphere Gaming
Corporation and Local Joint Executive of Board of Las Vegas, regarding the continuation
of the practice of splitting gratuities.(d)
    
    The Side Letter #4, dated November 12, 2007, by and between Stratosphere Gaming
Corporation and Local Joint Executive of Board of Las Vegas, regarding the addition of
an 18% gratuity to the check of parties of eight or more at Roxys, Luckys and Top of
the World.(e)
    
    The Side Letter #5, undated in 2007, by and between Stratosphere Gaming
Corporation and Local Joint Executive of Board of Las Vegas, regarding the
expansion of the banquet department.(f)
    
    Memorandum of Agreement #1, dated as of November 12, 2007, by and between
Stratosphere Gaming Corporation and Local Joint Executive of Board of Las Vegas,
concerning the establishment of procedures for employees to exercise their rights under
Section 7 of the National Labor Relations Act.(g)
    
    Memorandum of Agreement #2, dated as of November 12, 2007, by and between
Stratosphere Gaming Corporation and Local Joint Executive of Board of Las Vegas,
regarding the memorialization of existing practices with respect to room services
operations.(h)
    
    Memorandum of Agreement #3, undated in 2007, by and between undisclosed parties,
regarding the establishment of career ladders for certain classes of employees.(i)
    
    Memorandum of Agreement #, undated in 2007, by and between undisclosed parties,
regarding the commitment to a diverse workforce and to maintaining a supportive
environment for employees.(j)
    
    Memorandum of Agreement #, undated in 2007, by and between undisclosed parties,
regarding the establishment of a joint apprenticeship committee to establish an
apprenticeship program for cooks.
 9.
    
    Memorandum of Agreement by and between Aquarius, LLC and United Steelworkers of America dated
February 21, 2008 whereby Aquarius assumes CBA effective April 2, 2002 through April 1, 2008.
 10.
    
    Memorandum of Agreement by and between Aquarius, LLC and Security , Policy, Fire
Professionals of America dated February 21, 2008 whereby Aquarius assumes CBA effective March
1, 2007 through February 28, 2012.11.
    
    Memorandum of Agreement by and between American Casino & Entertainment Properties, LLC (ACEP)
and United Steelworkers of America dated October 31, 2006 whereby ACEP assumed the CBA of Flamingo
Laughlin effective April 2, 2002 through April 1, 2008.




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Major Lease
 
    
    Master Room Agreement, dated as of November 29, 2007, by and between Consolidated
Resorts, Inc. and American Casino & Entertainment Properties, LLC, which expired by its
terms on December 31, 2008 but continues on a month-to-month basis.
    
    Lease Agreement, dated June 2008, by and between Consolidated Realty, Inc. and
Stratosphere Gaming LLC. On or about the date hereof, Consolidated Realty, Inc. is $112,700
delinquent beyond 30 days.




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Schedule C
 Liquor Licenses
 Licensor
    
    Licensee
    
    License No.City of Las Vegas
    
    Stratosphere Tower Hotel & Casino
    
    L16-00147-4-000524City of Las Vegas
    
    Arizona Charlies Decatur
    
    L16-00044-4-000298Clark County
    
    Arizona Charlies Boulder
    
    1000274-LIQ-101Clark County
    
    Aquarius Casino Resort
    
    2001025-LIQ-101




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Schedule D
 Material Agreements
 1.
    
    Consulting Agreement, dated as of February 20, 2008, by and between American Casino &
Entertainment Properties LLC and Highgate Hotels, L.P., as amended by the First Amendment to
Consulting Agreement, dated as of the Closing Date.2.
    
    Consolidated Resorts, Inc. has an informal arrangement with American Casino &
Entertainment Properties LLC to purchase Stratosphere production show tickets.3.
    
    Agreement, dated as of April 1, 2006, by and between American Casino & Entertainment
Properties LLC (for Stratosphere Gaming Corporation, Arizona Charlies LLC, Fresca LLC and
AREP Laughlin Corporation) and Mission of Nevada Inc. (dba Mission Industries).4.
    
    Showroom Lease Agreement, dated as of July 1, 2004, by and between Stratosphere Gaming
Corporation and Tim Molyneux Production Company, as further amended.5.
    
    Merchant Services Agreement, dated as of July 29, 2003, and pricing addendum thereto, dated
as of November 16, 2006, by and between Wells Fargo Bank, N.A., Stratosphere Corp.,
Stratosphere Gaming LLC, Arizona Charlies, Inc. and Fresca, LLC.6.
    
    Service Contract, dated as of May 15, 1997, by and between Otis Elevator Company and
Stratosphere Gaming Corporation.7.
    
    Lease, dated August 7, 1998, by and between Charleston Heights Shopping Center, as lessor,
and Arizona Charlies, Inc., as lessee.8.
    
    Group Enrollment Agreement, dated January 1, 2008, by and between Stratosphere Gaming
Corporation and Health Plan of Nevada.9.
    
    Integrated Prescription Drug Program Agreement, dated January 1, 2009, by and between Medco
Health Solutions, Inc. and American Casino & Entertainment Properties, LLC.10.
    
    Showroom Lease Agreement, dated May 2008, by and between Springtime Productions, Inc. and
Stratosphere Gaming LLC.11.
    
    Delta Dental PPO Dental Service Contracts, dated February 21, 2008, by and between Arizona
Charlies, LLC, Fresca, LLC, Stratosphere Gaming LLC and Aquarius Gaming, LLC.12.
    
    Reservations Services and License Agreements, dated February 18, 2008 by and between Travel
Tripper, LLC and Fresca, LLC, Stratosphere Gaming LLC, Arizona Charlies, LLC and Aquarius
Gaming, LLC.




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##### 



13.
    
    Services Agreement, dated February 20, 2009, by and between Archon Group, L.P. and American
Casino & Entertainment Properties, LLC.14.
    
    Services Agreement, dated April 1, 2008, by and between Archon Group, L.P. and American
Casino & Entertainment Properties, LLC.15.
    
    Master Participation Agreement, dated October 3, 2008, by and between Norl, Inc. and American
Casino & Entertainment Properties, LLC.16.
    
    Workers Compensation Insurance, dated February 20, 2009, by and between AIG and American
Casino & Entertainment Properties, Fresca, LLC, Arizona Charlies, LLC, Stratosphere Gaming
LLC and Aquarius Gaming, LLC.17.
    
    Property/Terrorism Insurance, dated February 20, 2009, by and between FM Global and American
Casino & Entertainment Properties, Fresca, LLC, Arizona Charlies, LLC, Stratosphere Gaming
LLC and Aquarius Gaming, LLC.18.
    
    American Casino & Entertainment Properties, LLC and Affiliates 401K Plan.19.
    
    IGT Megajackpots Wide Area Progressive Standard Terms and Conditions, dated January 2008, and
amendments, by and between Stratosphere Gaming LLC and IGT.20.
    
    The Collective Bargaining Agreements listed in Schedule B to this Loan Agreement.




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##### 



Schedule E-1
 Allocated Loan Amounts
 Property
    
    Allocated Loan AmountStratosphere
    
    $
    175,000,000Aquarius
    
    $
    61,250,000Decatur
    
    $
    80,500,000Boulder
    
    $
    33,250,000Stratosphere Land
    
    $
    0




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Schedule E-2
 Groupings for Release Parcels
 
 1




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Schedule F
 [Intentionally Omitted]




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Schedule G
 Organizational Chart




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Schedule H
 Competitor Assignees




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Schedule I
 [Intentionally Omitted]




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Schedule J
 [Intentionally Omitted]




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Schedule K
 Approved Property Managers




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Schedule L
 Gaming Licenses
 GAMING LICENSES STATE OF NEVADA GAMING LICENSES




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CLARK COUNTY GAMING LICENSES
 Aquarius Casino Resort




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##### 



Arizona Charlies
Boulder
    Arizona Charlies Decatur
  Stratosphere Tower Casino &
Hotel
  CITY OF LAS VEGAS GAMING LICENSES
 Arizona Charlies Decatur
    Stratosphere Tower
Casino & Hotel




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Schedule M
 Intellectual Property
  I. Copyrights
 AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC AND SUBSIDIARIES
UNITED STATES COPYRIGHT REGISTRATIONS
 RegistrationTitle of Work
    
    Number
    
    Registration DateBarbingo.
    
    TXu-509-358
    
    March 19, 1992High roller at Stratosphere.
    
    VAu-346-861
    
    November 16, 1995Stratosphere Las Vegas.
    
    VAu-331-697
    
    September 14, 1995Stratosphere.
    
    VAu-349-552
    
    November 6, 1995
 II. Domain Names
 Domain Name
    
    Expiration Date180099tower.com
    
    4/16/201080099tower.com
    
    4/16/201099tower.com
    
    4/16/2010acepcareers.com
    
    1/28/2010aceplaughlin.com
    
    12/1/2009acepllc.com
    
    5/10/2010acepllc.net
    
    5/10/2010acepmail.com
    
    10/8/2009acepmail.net
    
    10/8/2009aceplaygaming.com
    
    5/29/2012aceplaynow.com
    
    5/29/2012aceplayonline.com
    
    5/29/2012aceplaytime.com
    
    5/29/2012aceplaytoday.com
    
    5/29/2012acestay.com
    
    6/1/2011




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Domain Name
    
    Expiration Dateamericansuperstars.net
    
    6/9/2009aquariusac.com
    
    12/14/2009aquariuscasinohotel.biz
    
    4/2/2010aquariuscasinohotel.com
    
    12/14/2009aquariuscasinohotel.net
    
    4/3/2010aquariuscasinohotel.org
    
    4/3/2010aquariuscasinoresort.com
    
    12/13/2009aquariuscasinoresort.net
    
    12/13/2009aquariusgaming.com
    
    12/14/2009aquariusgaming.net
    
    12/14/2009aquariushotelcasino.com
    
    12/14/2009aquariuslaughlin.com
    
    12/14/2009aquariuslaughlin.net
    
    12/14/2009aquariusresortcasino.com
    
    9/7/2009aquariusresortcasino.net
    
    9/7/2009arepcasinos.com
    
    12/12/2009arepcasinos.net
    
    12/12/2009arepgaming.com
    
    12/12/2009arepgaming.net
    
    12/12/2009arephotels.com
    
    12/12/2009arephotels.net
    
    12/12/2009areplaughlin.com
    
    12/1/2009arepllc.com
    
    4/6/2010arepllc.net
    
    4/6/2010arizonacharlies.com
    
    3/21/2010arizonacharlies.net
    
    3/22/2010arizonacharliesboulder.com
    
    11/11/2012arizonacharliesboulder.net
    
    11/11/2012arizonacharliescasino.com
    
    8/3/2009arizonacharliesdecatur.com
    
    11/11/2012arizonacharliesdecatur.net
    
    11/11/2012arizonacharlieseast.com
    
    8/3/2009arizonacharlieshotel.com
    
    8/3/2009arizonacharlieslasvegas.com
    
    8/3/2009arizonacharlieslaughlin.com
    
    12/1/2009arizonacharliesvegas.com
    
    8/3/2009arizonacharlieswest.com
    
    8/3/2009azcharlies.com
    
    2/7/2010azlaughlin.com
    
    12/1/2009chapelintheclouds.com
    
    9/19/2009fortunescasinohotel.com
    
    1/25/2009




---



##### 



Domain Name
    
    Expiration Dategetaqua.com
    
    4/19/2010getaqua.net
    
    4/19/2010hotelstratospherejump.com
    
    Purchased from 3rd Party, Release in Progressicahngaming.com
    
    6/15/2008insanityride.com
    
    11/8/2012insanitytheride.com
    
    11/8/2012jumpthestrat.com
    
    Purchased from 3rd Party, Release in Progresslandmarkgaming.com
    
    2/10/2008landmarkgaming.net
    
    2/10/2008lasvegasskyjump.com
    
    11/4/2011lvskyjump.com
    
    11/4/2011Myaceplay.com
    
    5/29/2012romance-lounge.com
    
    1/24/2010romancelv.com
    
    1/24/2010sinsear.us
    
    11/4/2011skyjumplasvegas.com
    
    11/4/2011skyjumplv.com
    
    11/4/2011skyjumpstrat.com
    
    11/4/2011skyjumpstratosphere.com
    
    11/4/2011southbeachcasinohotel.com
    
    12/14/2008southbeachcasinoresort.com
    
    12/13/2008southbeachcasinoresort.net
    
    12/13/2008southbeachgaming.com
    
    12/14/2008southbeachgaming.net
    
    12/14/2008southbeachhotelcasino.com
    
    12/14/2008southbeachlaughlin.com
    
    12/14/2008southbeachlaughlin.net
    
    12/14/2008strpromo.com
    
    6/4/2011stratjump.com
    
    Purchased from 3rd Party, Release in Progressstratlasvegas.com
    
    11/6/2012stratlv.com
    
    8/3/2009stratosphere-hotel.com
    
    3/19/2010stratosphere-las-vegas.com
    
    3/19/2010stratosphere-tower.com
    
    3/19/2010stratosphereadvertising.com
    
    2/25/2010stratospherecasino.com
    
    3/30/2010stratospherehotel.com
    
    11/22/2012stratospherehotel.net
    
    8/3/2009




---



##### 



Domain Name
    
    Expiration Datestratospherejump.com
    
    Purchased from 3rd Party, Release in Progressstratospherelasvegas.com
    
    3/30/2010stratospherelasvegas.net
    
    8/3/2009stratospherelv.com
    
    12/22/2009stratosphereskyjump.com
    
    11/4/2011stratospheretower.com
    
    7/2/2009stratospherevegas.com
    
    12/22/2009stratospherewedding.com
    
    6/30/2009stratosphereweddings.com
    
    6/30/2009stratskyjump.com
    
    11/4/2011synsear.com
    
    10/31/2011tequilasundown.com
    
    2/20/2012theaquarius.biz
    
    4/9/2010theaquarius.com
    
    4/10/2010theaquarius.net
    
    4/10/2010theaquarius.us
    
    4/9/2010theplayersplace.com
    
    12/1/2009thestrat.com
    
    5/30/2009thestratjump.com
    
    Purchased from 3rd Party, Release in Progresstopoftheworld-lv.com
    
    4/23/2010topoftheworldlasvegas.com
    
    4/23/2010topoftheworldlv.com
    
    4/23/2010ultimaterewardscenter.com
    
    1/7/2010ultimaterewardsclub.com
    
    1/7/2010Youraceplay.com
    
    5/29/2012
 
 *
    
    These domain names are currently registered in the name of Stratosphere Gaming
Corp. but will be transferred to American Casino & Entertainment Properties LLC
after Closing. III. Trademarks
 Application
    
    Application
    
    Registration
    
    RegistrationTrademark
    
    Country
    
    Status
    
    Number
    
    Date
    
    Number
    
    DateA WORLD ABOVE THE REST
    
    Nevada
    
    Registered
    
    
    
    
    
    SM00290284
    
    8/8/96BIG SHOT
    
    United States of America
    
    Registered
    
    75/145568
    
    8/5/96
    
    
    2212111

    
    12/22/98




---



##### 



Application
    
    Application
    
    Registration
    
    RegistrationTrademark
    
    Country
    
    Status
    
    Number
    
    Date
    
    Number
    
    DateBIG SHOT
    
    Nevada
    
    Registered
    
    
    
    
    
    SM00290282
    
    8/8/96INSANITY THE RIDE & Design
    
    United States of America
    
    Registered
    
    78/537623
    
    12/23/04
    
    
    3054188
    
    
    1/31/06LOGO
    
    United States of America
    
    Registered
    
    74/676248
    
    5/15/95
    
    
    2070412
    
    
    6/10/97LUCKYS CAFE & Design
    
    United States of America
    
    Registered
    
    76/291439
    
    7/27/01
    
    
    2696511
    
    
    3/11/03LUCKYS CAFE AT THE STRATOSPHERE & Design
    
    United States of America
    
    Abandoned
    
    76/291440
    
    7/27/01
    
    
    2725446
    
    
    6/10/03NAGA
    
    United States of America
    
    Registered
    
    78/810327
    
    2/8/06
    
    
    3236531
    
    
    5/1/07NAKED CITY
    
    United States of America
    
    UnfiledNOBODY OFFERS YOU MORE!  42
    
    United States of America
    
    Registered
    
    76/230888
    
    3/26/01
    
    
    2520000
    
    
    12/18/01ROMANCE AT TOP OF THE WORLD
    
    United States of America
    
    Registered
    
    78/812034
    
    2/10/06
    
    
    3189387
    
    
    12/26/06STRAT16
    
    United States of America
    
    Published
    
    77/561619
    
    9/3/08STRAT18
    
    United States of America
    
    Published
    
    77/561622
    
    9/3/08STRAT21
    
    United States of America
    
    Published
    
    77/561627
    
    9/3/08STRAT  25
    
    United States of America
    
    Published
    
    77/561632
    
    9/3/08STRAT41
    
    United States of America
    
    Published
    
    77/561614
    
    9/3/08STRAT  43
    
    United States of America
    
    Published
    
    77/561636
    
    9/3/08STRATOSPHERE
    
    Nevada
    
    Registered
    
    
    
    
    
    SM00280675
    
    12/6/95STRATOSPHERE
    
    Nevada
    
    Registered
    
    
    
    
    
    TM00280577
    
    11/8/95STRATOSPHERE  41
    
    United States of America
    
    Registered
    
    75/012392
    
    10/25/95
    
    
    2086400
    
    
    8/5/97STRATOSPHERE  42
    
    United States of America
    
    Registered
    
    75/012393
    
    10/25/95
    
    
    2086401
    
    
    8/5/97STRATOSPHERE & Design (Tower)
    
    Nevada
    
    Registered
    
    
    
    
    
    TM00280579
    
    11/8/95STRATOSPHERE & Design (Tower)
    
    Nevada
    
    Registered
    
    
    
    
    
    TM00280578
    
    11/8/95




---



##### 



Application
    
    Application
    
    Registration
    
    RegistrationTrademark
    
    Country
    
    Status
    
    Number
    
    Date
    
    Number
    
    DateSTRATOSPHERE LAS 
VEGAS & Design
    
    United States
of America
    
    Registered
    
    78/810435
    
    2/8/06
    
    
    3212812
    
    
    2/27/07THE CHAPEL IN THE CLOUDS
    
    United States of America
    
    Registered
    
    76/423047
    
    6/17/02
    
    
    2868387
    
    
    8/3/04THE CRAZY ARMADILLO OYSTER BAR & Design
    
    United States of America
    
    Registered
    
    76/565398
    
    12/3/03
    
    
    2982669
    
    
    8/9/05THE STRAT16
    
    United States of America
    
    Published
    
    77/561661
    
    9/3/08THE STRAT  18
    
    United States of America
    
    Published
    
    77/561666
    
    9/3/08THE STRAT  21
    
    United States of America
    
    Published
    
    77/561670
    
    9/3/08THE STRAT  25
    
    United States of America
    
    Published
    
    77/561672
    
    9/3/08THE STRAT  41
    
    United States of America
    
    Published
    
    77/561656
    
    9/3/08THE STRAT  43
    
    United States of America
    
    Published
    
    77/561675
    
    9/3/08TOP OF THE WORLD
    
    United States of America
    
    Registered
    
    75/012390
    
    10/25/95
    
    
    2072694
    
    
    6/17/97TOWER PIZZERIA
    
    Nevada
    
    Registered
    
    
    
    2/26/09
    
    
    E0114012009-1
    
    
    2/26/09ULTIMATE ACTION CASH
    
    Nevada
    
    Registered
    
    
    
    
    
    SM00350736
    
    8/13/03ULTIMATE REWARDS
    
    United States of America
    
    Registered
    
    76/426101
    
    6/28/02
    
    
    2826028
    
    
    3/23/04ULTIMATE REWARDS
    
    Nevada
    
    Registered
    
    
    
    
    
    SM00340979
    
    8/30/02X SCREAM
    
    United States of America
    
    Registered
    
    76/565397
    
    12/3/03
    
    
    2904610
    
    
    11/23/04ARIZONA CHARLIES INC.
    
    Nevada
    
    Registered
    
    
    
    
    
    TN00210524
    
    1/21/98BINGO-THON
    
    Nevada
    
    Registered
    
    
    
    
    
    SM00240533
    
    7/1/01BINGO-THON (Stylized)
    
    Nevada
    
    Registered
    
    
    
    
    
    SM00240534
    
    7/1/01CHARLIE REWARDS
    
    Nevada
    
    Registered
    
    
    
    
    
    TM00340242
    
    9/19/01CHARLIE REWARDS CLUB
    
    Nevada
    
    Registered
    
    
    
    
    
    TN00340243
    
    9/19/01CHARLIE REWARDS PROGRAM
    
    Nevada
    
    Registered
    
    
    
    
    
    TN00340244
    
    9/19/01LOTTA-LOOT
    
    Nevada
    
    Registered
    
    
    
    
    
    SM0029569
    
    11/20/96NAUGHTY LADIES
    
    Nevada
    
    Registered
    
    
    
    
    
    TN00340475
    
    1/29/02PAYCHECK POKER
    
    Nevada
    
    Registered
    
    
    
    
    
    SM0021900
    
    7/26/88POINT POSSE
    
    Nevada
    
    Abandoned
    
    
    
    
    
    SM00300111
    
    6/30/97PRIZE POSSE & Design
    
    Nevada
    
    Registered
    
    
    
    
    
    SM00300888
    
    4/13/98




---



##### 



Application
    
    Application
    
    Registration
    
    RegistrationTrademark
    
    Country
    
    Status
    
    Number
    
    Date
    
    Number
    
    DateAQUARIUS  18
    
    United States  of America
    
    Registered
    
    78/8405011
    
    3/17/06
    
    
    3290626
    
    
    9/11/07AQUARIUS  35
    
    United States of America
    
    Registered
    
    78/840494
    
    3/17/06
    
    
    3446781
    
    
    6/10/08AQUARIUS  41
    
    United States of America
    
    Registered
    
    78/840491
    
    3/17/06
    
    
    3433077
    
    
    5/20/08AQUARIUS  43
    
    United States of America
    
    Registered
    
    78/840469
    
    3/17/06
    
    
    3345860
    
    
    11/27/07AQUARIUS  43
    
    United States of America
    
    Registered
    
    78/840488
    
    3/17/06
    
    
    3345861
    
    
    11/27/07AQUARIUS  44
    
    United States of America
    
    Published
    
    78/840487
    
    3/17/06AQUARIUS  6
    
    United States of America
    
    Registered
    
    78/840511
    
    3/17/06
    
    
    3290627
    
    
    9/11/07AQUARIUS & Design  41
    
    United States of America
    
    Registered
    
    78/840473
    
    3/17/06
    
    
    3353991
    
    
    12/11/07AQUARIUS & Design  43
    
    United States of America
    
    Registered
    
    78/840475
    
    3/17/06
    
    
    3353992
    
    
    12/11/07AQUARIUS, CASINO, HOTEL & 
Design  41
    
    United States of America
    
    Published
    
    78/840480
    
    3/17/06AQUARIUS , CASINO, HOTEL &
 Design  43
    
    United States of America
    
    Published
    
    78/840482
    
    3/17/06




---



##### 



Schedule N
 Approved Cash Management Banks