##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 000-52975
 American Casino & Entertainment Properties LLC
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    20-0573058
(I.R.S. Employer
Identification No.)2000 Las Vegas Boulevard South 
Las Vegas, NV
(Address of principal executive offices)
    
    89104
(Zip code)
 (702) 380-7777
 
 þ o
  Large accelerated filer oAccelerated filer oNon-accelerated filer þ(Do not check if a smaller reporting company)Smaller reporting company o o þ




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##### 



TABLE OF CONTENTS
 PagePart I
    
    
    
    Financial InformationItem 1.
    
    Unaudited Condensed Consolidated Financial StatementsCondensed
Consolidated Balance Sheets  June 30, 2008 (Successor) (unaudited) and December 31, 2007 (Predecessor)
    
    
    3Condensed Consolidated Statements of
Income (Loss) (unaudited)  The Three Months Ended June 30, 2008 (Successor), and the Three Months Ended June 30, 2007 (Predecessor)
    
    
    4Condensed Consolidated Statements of
Income (Loss) (unaudited)  The Period February 21, 2008 Through June 30, 2008
(Successor), The Period January 1, 2008 Through February 20, 2008 and the Six Months Ended June 30, 2007 (Predecessor)
    
    
    5Condensed Consolidated Statements of Cash Flows (unaudited) 
The Period February 21, 2008 Through June 30, 2008 (Successor),
The Period January 1, 2008 Through February 20, 2008 and the Six Months Ended June 30, 2007 (Predecessor)
    
    
    6Condensed
Consolidated Statements of Members Equity
(unaudited)  The Period February 21, 2008 Through June 30, 2008 (Successor)
    
    
    7Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    8Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4.
    
    Controls and Procedures
    
    
    23Part II
    
    
    
    Other InformationItem 1A.
    
    Risk Factors
    
    
    24Item 6.
    
    Exhibits
    
    
    24EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION
  2




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##### Table of Contents



PART I-FINANCIAL INFORMATION
 
 Item 1. Unaudited Condensed Consolidated Financial Statements.
 
 AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
 Successor
    
    
    PredecessorAs of
    
    
    As ofJune 30, 2008
    
    
    December 31, 2007(Unaudited)(In thousands)AssetsCurrent Assets:Cash and cash equivalents
    
    $
    33,680
    
    
    $
    107,265Cash and cash equivalents-restricted
    
    
    50,343
    
    
    
    Investments-restricted
    
    
    1,857
    
    
    
    2,858Accounts receivable, net
    
    
    5,571
    
    
    
    5,615Deferred income taxes
    
    
    
    
    
    
    4,309Other current assets
    
    
    15,322
    
    
    
    11,999Total Current Assets
    
    
    106,773
    
    
    
    132,046Property and equipment, net
    
    
    1,171,955
    
    
    
    431,970Debt issuance and deferred financing costs, net
    
    
    13,281
    
    
    
    4,555Deferred income taxes
    
    
    
    
    
    
    34,503Intangible assets, net
    
    
    43,758
    
    
    
    1,939Other assets
    
    
    3
    
    
    
    85Total Other Assets
    
    
    57,042
    
    
    
    41,082Total Assets
    
    $
    1,335,770
    
    
    $
    605,098Liabilities and Members EquityCurrent Liabilities:Accounts payable
    
    $
    2,900
    
    
    $
    4,730Accrued expenses
    
    
    25,478
    
    
    
    27,347Accrued payroll and related expenses
    
    
    14,297
    
    
    
    16,936Current portion of capital lease obligations
    
    
    1,123
    
    
    
    520Total Current Liabilities
    
    
    43,798
    
    
    
    49,533Long-Term Liabilities:Long-term debt
    
    
    1,108,000
    
    
    
    255,000Capital lease obligations, less current portion
    
    
    949
    
    
    
    1,810Other
    
    
    
    
    
    
    2,386Total Long-Term Liabilities
    
    
    1,108,949
    
    
    
    259,196Total Liabilities
    
    
    1,152,747
    
    
    
    308,729Commitments and ContingenciesMembers Equity:Members equity
    
    
    183,023
    
    
    
    296,369Total Members Equity
    
    
    183,023
    
    
    
    296,369Total Liabilitites and Members Equity
    
    $
    1,335,770
    
    
    $
    605,098
  3




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##### Table of Contents



AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
 Successor
    
    
    PredecessorThree Months EndedJune 30, 2008
    
    
    June 30, 2007(Unaudited)(In thousands)Revenues:Casino
    
    $
    66,622
    
    
    $
    67,813Hotel
    
    
    21,815
    
    
    
    23,096Food and beverage
    
    
    23,315
    
    
    
    23,414Tower, retail and other
    
    
    9,565
    
    
    
    10,260Gross Revenues
    
    
    121,317
    
    
    
    124,583Less promotional allowances
    
    
    10,684
    
    
    
    10,445Net Revenues
    
    
    110,633
    
    
    
    114,138Costs and Expenses:Casino
    
    
    21,494
    
    
    
    22,022Hotel
    
    
    8,799
    
    
    
    9,157Food and beverage
    
    
    16,969
    
    
    
    17,087Other operating expenses
    
    
    4,964
    
    
    
    4,683Selling, general and administrative
    
    
    33,744
    
    
    
    29,718Depreciation and amortization
    
    
    9,022
    
    
    
    8,988Loss (gain) on disposal of assets
    
    
    210
    
    
    
    (22
    )Total Costs and Expenses
    
    
    95,202
    
    
    
    91,633Income From Operations
    
    
    15,431
    
    
    
    22,505Other Income (Expense):Interest income
    
    
    274
    
    
    
    564Interest expense
    
    
    (17,897
    )
    
    
    (5,463
    )Total Other Expense, net
    
    
    (17,623
    )
    
    
    (4,899
    )Income (Loss) Before Income Taxes
    
    
    (2,192
    )
    
    
    17,606Provision for income taxes
    
    
    
    
    
    
    (6,077
    )Net Income (Loss)
    
    $
    (2,192
    )
    
    $
    11,529
  4




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##### Table of Contents



AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
 Successor
    
    
    PredecessorPeriod from
    
    
    Period fromFebruary 21, 2008
    
    
    January 1, 2008
    
    
    Six MonthsThrough
    
    
    Through
    
    
    EndedJune 30, 2008
    
    
    February 20, 2008
    
    
    June 30, 2007(Unaudited)(In thousands)Revenues:Casino
    
    $
    99,199
    
    
    $
    36,539
    
    
    $
    135,183Hotel
    
    
    33,381
    
    
    
    11,683
    
    
    
    45,712Food and beverage
    
    
    34,461
    
    
    
    12,354
    
    
    
    46,523Tower, retail and other
    
    
    13,781
    
    
    
    4,651
    
    
    
    19,571Gross Revenues
    
    
    180,822
    
    
    
    65,227
    
    
    
    246,989Less promotional allowances
    
    
    15,738
    
    
    
    5,608
    
    
    
    19,963Net Revenues
    
    
    165,084
    
    
    
    59,619
    
    
    
    227,026Costs and Expenses:Casino
    
    
    31,320
    
    
    
    12,363
    
    
    
    44,588Hotel
    
    
    12,617
    
    
    
    4,682
    
    
    
    18,220Food and beverage
    
    
    24,510
    
    
    
    9,183
    
    
    
    33,062Other operating expenses
    
    
    6,861
    
    
    
    2,341
    
    
    
    8,919Selling, general and administrative
    
    
    48,333
    
    
    
    18,511
    
    
    
    59,190Depreciation and amortization
    
    
    12,287
    
    
    
    5,062
    
    
    
    17,579Loss (gain) on disposal of assets
    
    
    251
    
    
    
    
    
    
    
    (14
    )Total Costs and Expenses
    
    
    136,179
    
    
    
    52,142
    
    
    
    181,544Income From Operations
    
    
    28,905
    
    
    
    7,477
    
    
    
    45,482Other Income (Expense):Loss on early extinguishment of
debt
    
    
    
    
    
    
    (13,580
    )
    
    
    Interest income
    
    
    390
    
    
    
    322
    
    
    
    983Interest expense
    
    
    (26,328
    )
    
    
    (2,564
    )
    
    
    (10,899
    )Total Other Expense, net
    
    
    (25,938
    )
    
    
    (15,822
    )
    
    
    (9,916
    )Income (Loss) Before Income Taxes
    
    
    2,967
    
    
    
    (8,345
    )
    
    
    35,566Benefit (provision) for income taxes
    
    
    
    
    
    
    2,920
    
    
    
    (12,269
    )Net Income (Loss)
    
    $
    2,967
    
    
    $
    (5,425
    )
    
    $
    23,297
  5




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AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Successor
    
    
    PredecessorPeriod from
    
    
    Period fromFebruary 21, 2008
    
    
    January 1, 2008
    
    
    Six MonthsThrough
    
    
    Through
    
    
    EndedJune 30, 2008
    
    
    February 20, 2008
    
    
    June 30, 2007(Unaudited)(In thousands)Cash Flows From Operating Activities:Net income (loss)
    
    $
    2,967
    
    
    $
    (5,425
    )
    
    $
    23,297Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:Depreciation and amortization
    
    
    12,287
    
    
    
    5,062
    
    
    
    17,579Tax Benefit
    
    
    
    
    
    
    (2,920
    )
    
    
    Write-off of deferred financing costs
    
    
    
    
    
    
    4,405
    
    
    
    Loss (gain) on sale of assets
    
    
    69
    
    
    
    
    
    
    
    (14
    )Provision for deferred income taxes
    
    
    
    
    
    
    
    
    
    
    (144
    )Changes in operating assets and liabilities:Restricted cash
    
    
    (8,783
    )
    
    
    
    
    
    
    (3
    )Accounts receivable, net
    
    
    (51
    )
    
    
    95
    
    
    
    1,158Other assets
    
    
    7,861
    
    
    
    55
    
    
    
    3,314Accounts payable and accrued expenses
    
    
    (4,656
    )
    
    
    (9,543
    )
    
    
    (2,257
    )Other
    
    
    
    
    
    
    
    
    
    
    306Net Cash Provided By (Used In) Operating Activities
    
    
    9,694
    
    
    
    (8,271
    )
    
    
    43,236Cash Flows From Investing Activities:Decrease in investments  restricted
    
    
    1,001
    
    
    
    
    
    
    
    298Acquisition of property and equipment
    
    
    (15,175
    )
    
    
    (5,265
    )
    
    
    (15,238
    )Acquisition of American Casino & Entertainment Properties LLC
    
    
    (1,299,066
    )
    
    
    
    
    
    
    Decrease in related party receivables
    
    
    
    
    
    
    
    
    
    
    403Proceeds from sale of property and equipment
    
    
    121
    
    
    
    
    
    
    
    629Net Cash Used In Investing Activities
    
    
    (1,313,119
    )
    
    
    (5,265
    )
    
    
    (13,908
    )Cash Flows From Financing Activities:Debt issuance and deferred financing costs
    
    
    (16,366
    )
    
    
    
    
    
    
    Payments on line of credit
    
    
    
    
    
    
    (40,000
    )
    
    
    Capital Distribution
    
    
    
    
    
    
    (15,439
    )
    
    
    Payments on capital lease obligation
    
    
    (173
    )
    
    
    (85
    )
    
    
    (245
    )Due to Seller
    
    
    7,379
    
    
    
    
    
    
    
    Proceeds on notes payable
    
    
    1,108,000
    
    
    
    
    
    
    
    Equity Contribution
    
    
    200,060
    
    
    
    
    
    
    
    Net Cash Provided By (Used In) Financing Activities
    
    
    1,298,900
    
    
    
    (55,524
    )
    
    
    (245
    )Net increase (decrease) in cash and cash equivalents
    
    
    (4,525
    )
    
    
    (69,060
    )
    
    
    29,083Cash and cash equivalents  beginning of period
    
    
    38,205
    
    
    
    107,265
    
    
    
    54,912Cash and Cash Equivalents  end of period
    
    $
    33,680
    
    
    $
    38,205
    
    
    $
    83,995Supplemental Disclosure of Cash Flow Information:Cash paid during the period for interest
    
    $
    16,194
    
    
    $
    9,455
    
    
    $
    9,978Cash paid during the period for income taxes
    
    $
    
    
    
    $
    
    
    
    $
    8,350Supplemental Disclosure of Non-cash Items:Long-term debt paid by parent
    
    $
    
    
    
    $
    215,000
    
    
    $
    
  6




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AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
CONDENSED CONSOLIDATED STATEMENTS OF MEMBERS EQUITY
  Class A
    
    
    Class B
    
    
    TotalEquity
    
    
    Equity
    
    
    EquitySuccessor:Balance at February 21, 2008
    
    $
    
    
    
    $
    
    
    
    $
    Equity contribution
    
    
    
    
    
    
    200,060
    
    
    
    200,060Acqusition costs
paid by parent
    
    
    
    
    
    
    (20,004
    )
    
    
    (20,004
    )Net income
    
    
    
    
    
    
    2,967
    
    
    
    2,967Balance at June 30, 2008
    
    $
    
    
    
    $
    183,023
    
    
    $
    183,023
  7




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##### Table of Contents



AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Note 1. The Company
         8




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
    
    Holdings has the right to acquire Class A Interests from Voteco on each occasion that
Class B Interests held by Holdings would be transferred to a proposed purchaser who, in
connection with such proposed sale, has obtained all licenses, permits, registrations,
authorizations, consents, waivers, orders, findings of suitability or other approvals
required to be obtained from, and has made all findings, notices or declarations required
to be made with, all gaming authorities under all applicable gaming laws,
    
    A specific purchase price, as determined in accordance with the Transfer Restriction
Agreement, will be paid to acquire the Class A Interests from Voteco, and
    
    Voteco will not transfer ownership of Class A Interests owned by it except pursuant to
such option of Holdings.
     Note 2. Basis of Presentation
  9




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Principles of Consolidation
   Recently Issued Accounting Pronouncements
     10




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Note 3. Related Party Transactions
         11




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##### Table of Contents



Note 4. Goodwill and Other Intangible Assets
    (in thousands)Gross
    
    
    
    
    
    
    NetAsset
    
    
    Carrying
    
    
    Accumulated
    
    
    CarryingLife
    
    
    Amount
    
    
    Amortization
    
    
    AmountAmortizing intangible assets:Advance reservations
    
    2 Months
    
    
    618
    
    
    
    (618
    )
    
    
    Player loyalty plan
    
    5 Years
    
    
    7,450
    
    
    
    (497
    )
    
    
    6,953$
    8,068
    
    
    $
    (1,115
    )
    
    $
    6,953Non-amortizing intangible assets:Goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,939Trade names
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,866$
    43,758
 Note 5. Long-term Debt
    Note 6. Legal Proceedings
  Note 7. Income Taxes
  12




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Note 8. Acquisition
    Land
    
    $
    718,443Site improvements
    
    
    4,870Building and improvements
    
    
    365,590Machinery and equipment
    
    
    79,237Intangibles
    
    
    37,934Goodwill
    
    
    6,939Capital lease
    
    
    (1,720
    )Debt issuance costs
    
    
    16,366Acquistion costs
    
    
    20,004Reserves and pre-payments
    
    
    49,484Total Purchase Price
    
    $
    1,297,147Cash and cash equivalents
    
    $
    38,205Investment -restricted
    
    
    2,858Accounts receivable, net
    
    
    5,520Other current assets
    
    
    12,179Accounts payable  trade
    
    
    (5,545
    )Accrued expenses
    
    
    (21,048
    )Accrued payroll and related expenses
    
    
    (13,359
    )Current portion of capital lease obligation
    
    
    (525
    )Estimated Working Capital
    
    $
    18,285Total Amount Paid
    
    $
    1,315,432
 13




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
        14




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
    
    Holdings has the right to acquire Class A Interests from Voteco on each occasion that
Class B Interests held by Holdings would be transferred to a proposed purchaser who, in
connection with such proposed sale, has obtained all licenses, permits, registrations,
authorizations, consents, waivers, orders, findings of suitability or other approvals
required to be obtained from, and has made all findings, notices or declarations required
to be made with, all gaming authorities under all applicable gaming laws,
    
    A specific purchase price, as determined in accordance with the Transfer Restriction
Agreement, will be paid to acquire the Class A Interests from Voteco, and
    
    Voteco will not transfer ownership of Class A Interests owned by it except pursuant to
such option of Holdings.
      15




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Casino
    
    Number of
    
    Number
    
    NumberSquare
    
    Hotel
    
    of
    
    ofFootage
    
    Rooms
    
    Slots
    
    Table GamesStratosphere
    
    
    80,000
    
    
    
    2,444
    
    
    
    1,270
    
    
    
    49Arizona Charlies Decatur
    
    
    52,000
    
    
    
    258
    
    
    
    1,329
    
    
    
    15Arizona Charlies Boulder
    
    
    47,000
    
    
    
    303
    
    
    
    1,028
    
    
    
    16Aquarius
    
    
    57,000
    
    
    
    1,907
    
    
    
    1,243
    
    
    
    42
  Results of Operations
 Three Months Ended June 30, 2008 Compared to Three Months Ended June 30, 2007
  Successor
    
    
    PredecessorThree Months EndedJune 30, 2008
    
    
    June 30, 2007
    
    
    % ChangeIncome Statement Data:Revenues:Casino
    
    $
    66.6
    
    
    $
    67.8
    
    
    
    -1.8
    %Hotel
    
    
    21.8
    
    
    
    23.1
    
    
    
    -5.6
    %Food and beverage
    
    
    23.3
    
    
    
    23.4
    
    
    
    -0.4
    %Tower, retail and other
    
    
    9.6
    
    
    
    10.3
    
    
    
    -6.8
    %Gross revenues
    
    
    121.3
    
    
    
    124.6
    
    
    
    -2.6
    %Less promotional allowances
    
    
    10.7
    
    
    
    10.4
    
    
    
    2.9
    %Net revenues
    
    
    110.6
    
    
    
    114.2
    
    
    
    -3.2
    %Costs and expenses:Casino
    
    
    21.5
    
    
    
    22.0
    
    
    
    -2.3
    %Hotel
    
    
    8.8
    
    
    
    9.2
    
    
    
    -4.3
    %Food and beverage
    
    
    17.0
    
    
    
    17.1
    
    
    
    -0.6
    %Other operating expenses
    
    
    5.0
    
    
    
    4.7
    
    
    
    6.4
    %Selling, general and
administrative
    
    
    33.9
    
    
    
    29.7
    
    
    
    14.1
    %Depreciation and amortization
    
    
    9.0
    
    
    
    9.0
    
    
    
    0.0
    %Total costs and expenses
    
    
    95.2
    
    
    
    91.7
    
    
    
    3.8
    %Income from operations
    
    $
    15.4
    
    
    $
    22.5
    
    
    
    -31.6
    %
 Gross Revenues
  16




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Casino Revenues
  Non-Casino Revenues
    Promotional Allowances
  Operating Expenses
      17




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##### Table of Contents



Interest Expense
  Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007
  Successor
    
    
    Predecessor
    
    
    Combined (a)
    
    
    PredecessorPeriod from
    
    
    Period fromFebruary 21, 2008
    
    
    January 1, 2008Through
    
    
    Through
    
    
    Six Months EndedJune 30, 2008
    
    
    February 20, 2008
    
    
    June 30, 2008
    
    
    June 30, 2007
    
    
    % ChangeIncome Statement Data:Revenues:Casino
    
    $
    99.2
    
    
    $
    36.5
    
    
    $
    135.7
    
    
    $
    135.2
    
    
    
    0.4
    %Hotel
    
    
    33.4
    
    
    
    11.7
    
    
    
    45.1
    
    
    
    45.7
    
    
    
    -1.3
    %Food and beverage
    
    
    34.4
    
    
    
    12.3
    
    
    
    46.7
    
    
    
    46.5
    
    
    
    0.4
    %Tower, retail and other
    
    
    13.8
    
    
    
    4.7
    
    
    
    18.5
    
    
    
    19.6
    
    
    
    -5.6
    %Gross revenues
    
    
    180.8
    
    
    
    65.2
    
    
    
    246.0
    
    
    
    247.0
    
    
    
    -0.4
    %Less promotional allowances
    
    
    15.7
    
    
    
    5.6
    
    
    
    21.3
    
    
    
    20.0
    
    
    
    6.5
    %Net revenues
    
    
    165.1
    
    
    
    59.6
    
    
    
    224.7
    
    
    
    227.0
    
    
    
    -1.0
    %Costs and expenses:Casino
    
    
    31.3
    
    
    
    12.4
    
    
    
    43.7
    
    
    
    44.6
    
    
    
    -2.0
    %Hotel
    
    
    12.6
    
    
    
    4.7
    
    
    
    17.3
    
    
    
    18.2
    
    
    
    -4.9
    %Food and beverage
    
    
    24.5
    
    
    
    9.2
    
    
    
    33.7
    
    
    
    33.1
    
    
    
    1.8
    %Other operating expenses
    
    
    6.9
    
    
    
    2.3
    
    
    
    9.2
    
    
    
    8.9
    
    
    
    3.4
    %Selling, general and administrative
    
    
    48.5
    
    
    
    18.5
    
    
    
    67.0
    
    
    
    59.2
    
    
    
    13.2
    %Depreciation and amortization
    
    
    12.4
    
    
    
    5.0
    
    
    
    17.4
    
    
    
    17.6
    
    
    
    -1.1
    %Total costs and expenses
    
    
    136.2
    
    
    
    52.1
    
    
    
    188.3
    
    
    
    181.6
    
    
    
    3.7
    %Income from operations
    
    $
    28.9
    
    
    $
    7.5
    
    
    $
    36.4
    
    
    $
    45.4
    
    
    
    -19.8
    %
  Gross Revenues
  Casino Revenues
  18




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##### Table of Contents



Non-Casino Revenues
    Promotional Allowances
  Operating Expenses
      Interest Expense
  19




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##### Table of Contents



Financial Condition
 Liquidity and Capital Resources
 Overview
   Planned Capital Expenditures
   Indebtedness
   20




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##### Table of Contents



Retirement of Debt and Credit Facilities
   Contractual Obligations
   Recently Issued Accounting Pronouncements
    21




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##### Table of Contents



Forward-Looking Statements
  We warn you that forward-looking statements are only predictions. Actual events or results may
differ as a result of risks we face. Forward-looking statements speak only as of the date they
were made and we undertake no obligation to update them.
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
      22




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##### Table of Contents



Item 4. Controls and Procedures
 Internal
Control-Integrated Framework
     23




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##### Table of Contents



PART II-OTHER INFORMATION
 
 Item 1A. Risk Factors
  
 Item 6. Exhibits
  24




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##### Table of Contents



SIGNATURES
  AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLCBy:
    /s/ DENISE BARTONDenise BartonSenior Vice President, Chief Financial Officer,
Treasurer and Secretary
(Principal Financial Accounting Officer)  25




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##### Table of Contents



Exhibits Index
 Exhibit No.
    
    Description31.1
    
    Certification of Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
of 2002.31.2
    
    Certification of Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
of 2002.32.1
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 26