exv4w8






Exhibit 4.8




EXECUTION COPY




PLEDGE AND SECURITY AGREEMENT




dated as of August 14, 2009




among




EACH OF THE GRANTORS PARTY HERETO




and




THE BANK OF NEW YORK MELLON,




as Collateral Trustee




 









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE
	SECTION 1. DEFINITIONS
	 	 	1	 
	1.1 General Definitions
	 	 	1	 
	1.2 Definitions; Interpretation
	 	 	6	 
	 
	 	 	 	 
	SECTION 2. GRANT OF SECURITY
	 	 	7	 
	2.1 Grant of Security
	 	 	7	 
	2.2 Certain Limited Exclusions
	 	 	8	 
	2.3 Collateral Trust Agreement
	 	 	9	 
	 
	 	 	 	 
	SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE
	 	 	9	 
	3.1 Security for Obligations
	 	 	9	 
	3.2 Continuing Liability Under Collateral
	 	 	10	 
	 
	 	 	 	 
	SECTION 4. CERTAIN PERFECTION REQUIREMENTS
	 	 	10	 
	4.1 Delivery Requirements
	 	 	10	 
	4.2 Control Requirements
	 	 	10	 
	4.3 Intellectual Property Recording Requirements
	 	 	11	 
	4.4 Timing and Notice
	 	 	12	 
	 
	 	 	 	 
	SECTION 5. REPRESENTATIONS AND WARRANTIES
	 	 	12	 
	5.1 Grantor Information and Status
	 	 	12	 
	5.2 Collateral Identification, Special Collateral
	 	 	12	 
	5.3 Ownership of Collateral and Absence of Other Liens
	 	 	13	 
	5.4 Status of Security Interest
	 	 	13	 
	5.5 Goods & Receivables
	 	 	14	 
	5.6 Intellectual Property
	 	 	14	 
	5.7 Pledged Debt
	 	 	16	 
	 
	 	 	 	 
	SECTION 6. COVENANTS AND AGREEMENTS
	 	 	16	 
	6.1 Grantor Information & Status
	 	 	16	 
	6.2 Collateral Identification; Special Collateral
	 	 	16	 
	6.3 Ownership of Collateral and Absence of Other Liens
	 	 	17	 
	6.4 Status of Security Interest
	 	 	17	 
	6.5 Goods & Receivables
	 	 	17	 
	6.6 Intellectual Property
	 	 	18	 
	6.7 Investment Related Property
	 	 	20	 
	 
	 	 	 	 
	SECTION 7. FURTHER ASSURANCES; ADDITIONAL GRANTORS
	 	 	20	 
	7.1 Further Assurances
	 	 	20	 
	7.2 Additional Grantors
	 	 	22	 
	 
	 	 	 	 
	SECTION 8. COLLATERAL TRUSTEE APPOINTED ATTORNEY-IN-FACT
	 	 	22	 
	8.1 Power of Attorney
	 	 	22	 
	8.2 No Duty on the Part of Collateral Trustee or Secured Parties
	 	 	23	 
	 
	 	 	 	 
	SECTION 9. REMEDIES
	 	 	23	 
	9.1 Generally
	 	 	23	 






i









 







	 	 	 	 	 
	 	 	PAGE
	9.2 Application of Proceeds
	 	 	25	 
	9.3 Sales on Credit
	 	 	25	 
	9.4 Investment Related Property
	 	 	25	 
	9.5 Grant of Intellectual Property License
	 	 	25	 
	9.6 Intellectual Property
	 	 	26	 
	9.7 Cash Proceeds; Deposit Accounts
	 	 	27	 
	9.8 Gaming Laws
	 	 	27	 
	 
	 	 	 	 
	SECTION 10. COLLATERAL TRUSTEE
	 	 	28	 
	 
	 	 	 	 
	SECTION 11. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS
	 	 	28	 
	 
	 	 	 	 
	SECTION 12. STANDARD OF CARE; COLLATERAL TRUSTEE MAY PERFORM
	 	 	28	 
	 
	 	 	 	 
	SECTION 13. MISCELLANEOUS
	 	 	29	 
	 
	 	 	 	 
	SCHEDULE 5.1 — GENERAL INFORMATION
	 	 	 	 
	 
	 	 	 	 
	SCHEDULE 5.2 — COLLATERAL IDENTIFICATION
	 	 	 	 
	 
	 	 	 	 
	SCHEDULE 5.4 — FINANCING STATEMENTS
	 	 	 	 
	 
	 	 	 	 
	SCHEDULE 5.6 — INTELLECTUAL PROPERTY CLAIMS
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT A — FORM OF PLEDGE SUPPLEMENT
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT B — FORM OF RESTRICTED ACCOUNT AND SECURITIES ACCOUNT CONTROL AGREEMENT
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT C — FORM OF UNCERTIFICATED SECURITIES CONTROL AGREEMENT
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT D — FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT
	 	 	 	 






ii









 





          This PLEDGE AND SECURITY AGREEMENT, dated as of August 14, 2009 (this “Agreement”), among
American Casino & Entertainment Properties LLC, a Delaware limited liability company (“ACEP”), ACEP
Finance Corp., a Delaware corporation (“ACEP Finance” and together with ACEP, the “Issuers”), and
each of the subsidiaries of ACEP party hereto from time to time, whether as an original signatory
hereto or as an Additional Grantor (as herein defined) (together with the Issuers, each
individually, a “Grantor” and collectively, the “Grantors”), and The Bank of New York Mellon, as
collateral trustee for the Secured Parties (as herein defined) (in such capacity, together with its
successors and permitted assigns, the “Collateral Trustee”).




RECITALS:




          WHEREAS, reference is made to (a) that certain Indenture, dated as of the date hereof (as it
may be amended, restated, supplemented or otherwise modified from time to time, the “Indenture”),
by and among ACEP, ACEP Finance, each other Grantor and The Bank of New York Mellon, as indenture
trustee and (b) that certain Collateral Trust Agreement, dated as of the date hereof (as it may be
amended, restated, supplemented or otherwise modified from time to time, the “Collateral Trust
Agreement”), by and among ACEP, ACEP Finance, each other Grantor and the Collateral Trustee;




          WHEREAS, in order to secure the Grantors’ obligations under the Indenture and under any other
Secured Debt Document, each Grantor intends to grant the Collateral Trustee, for the benefit of the
Secured Parties, a Lien on the Collateral on the terms and subject to the conditions contained
herein; and




          NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, each Grantor and the Collateral Trustee agree as follows:




SECTION 1. DEFINITIONS.




     1.1 General Definitions. In this Agreement, the following terms shall have the following meanings:



          “ACEP” shall have the meaning set forth in the preamble.




          “ACEP Finance” shall have the meaning set forth in the preamble.




          “Additional Grantors” shall have the meaning assigned in Section 7.2.




          “Agreement” shall have the meaning set forth in the preamble.




          “Assigned Agreements” shall mean all agreements, contracts and documents to which any Grantor
is a party as of the date hereof, or to which any Grantor becomes a party after the date hereof, as
each such agreement, contract and document may be amended, restated, supplemented or otherwise
modified from time to time.




          “Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy,” as now
and hereafter in effect, or any successor statute.




          “Cash Proceeds” shall have the meaning assigned in Section 9.7.





 









 








          “Collateral” shall have the meaning assigned in Section 2.1.




          “Collateral Account” shall mean any account established by the Collateral Trustee.




          “Collateral Records” shall mean books, records, ledger cards, files, correspondence, customer
lists, supplier lists, blueprints, technical specifications, manuals, computer software and related
documentation, computer printouts, tapes, disks and other electronic storage media and related data
processing software and similar items that at any time evidence or contain information relating to
any of the Collateral or are otherwise necessary or helpful in the collection thereof or
realization thereupon.




          “Collateral Support” shall mean all property (real or personal) assigned, hypothecated or
otherwise securing any Collateral and shall include any security agreement or other agreement
granting a lien or security interest in such real or personal property.




          “Collateral Trust Agreement” shall have the meaning set forth in the recitals.




          “Collateral Trustee” shall have the meaning set forth in the preamble.




          “Control” shall mean: (1) with respect to any Deposit Accounts, control within the meaning of
Section 9-104 of the UCC, (2) with respect to any Securities Accounts, Security Entitlements,
Commodity Contract or Commodity Account, control within the meaning of Section 9-106 of the UCC,
(3) with respect to any Uncertificated Securities, control within the meaning of Section 8-106(c)
of the UCC, (4) with respect to any Certificated Security, control within the meaning of Section
8-106(a) or (b) of the UCC, (5) with respect to any Electronic Chattel Paper, control within the
meaning of Section 9-105 of the UCC, (6) with respect to Letter-of-Credit Rights, control within
the meaning of Section 9-107 of the UCC and (7) with respect to any “transferable record” (as that
term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce
Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant
jurisdiction), control within the meaning of Section 201 of the Federal Electronic Signatures in
Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in
effect in the jurisdiction relevant to such transferable record.




          “Copyright Licenses” shall mean any and all agreements, licenses and covenants to which a
Grantor is a party providing for the granting of any right in or to any Copyright or otherwise
providing for a covenant not to sue for infringement or other violation of any Copyright (whether
such Grantor is licensee or licensor thereunder) including, without limitation, each agreement
required to be listed in Schedule 5.2(II) under the heading “Material Copyright Licenses” (as such
schedule may be amended or supplemented from time to time).




          “Copyrights” shall mean all United States, and foreign copyrights (whether or not the
underlying works of authorship have been published), including but not limited to copyrights in
software, databases, and designs, and all mask works (as that term is defined under 17 U.S.C. 901
of the U.S. Copyright Act), whether registered or unregistered, as well as all moral
rights, reversionary interests, and termination rights, and, with respect to any and all of
the foregoing: (i) all registrations and applications therefor including, without limitation, the
registrations required to be listed in Schedule 5.2(II) under the heading “Copyrights” (as such
schedule may be amended or supplemented from time to time), (ii) all extensions and renewals
thereof, (iii) the right to sue or otherwise recover for any past, present and future infringement
or




2









 







other violation thereof, (iv) all Proceeds of the foregoing, including, without limitation,
license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter
due and/or payable with respect thereto, and (v) all other rights of any kind accruing thereunder
or pertaining thereto throughout the world.




          “Excluded Asset” shall mean any asset of any Grantor excluded from the security interest
hereunder by virtue of Section 2.2 but only to the extent, and for so long as, so excluded
thereunder.




          “Excluded Equity Interests” shall mean the Capital Stock or any other Equity Interest of the
Issuers or any of their Subsidiaries.




          “Governmental Authority” shall mean any federal, state, municipal, national or other
government, governmental department, commission, board, bureau, court, agency or instrumentality or
political subdivision thereof or any entity, officer or examiner exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to any government or any court,
in each case whether associated with a state of the United States, the United States, or a foreign
entity or government and shall include, without limitation, any Gaming Authority.




          “Grantors” shall have the meaning set forth in the preamble.




          “Indenture” shall have the meaning set forth in the recitals.




          “Insurance” shall mean (i) all insurance policies covering any or all of the Collateral
(regardless of whether the Collateral Trustee is the loss payee thereof) and (ii) any key man life
insurance policies.




          “Intellectual Property” shall mean the collective reference to all rights, priorities and
privileges relating to intellectual property, whether arising under the United States,
multinational or foreign laws or otherwise, including without limitation, Copyrights, Patents,
Trademarks and Trade Secrets, and the right to sue or otherwise recover for any past, present and
future infringement, dilution, misappropriation, or other violation or impairment thereof,
including the right to receive all Proceeds therefrom, including without limitation license fees,
royalties, income, payments, claims, damages and proceeds of suit, now or hereafter due and/or
payable with respect thereto.




          “Intellectual Property Licenses” shall mean all Copyright Licenses, Patent Licenses, Trademark
Licenses and Trade Secret Licenses.




          “Intellectual Property Security Agreement” shall mean each intellectual property security
agreement to be executed and delivered by the applicable Grantors, substantially in the form set
forth in Exhibit D.




          “Investment Accounts” shall mean the Collateral Account, Securities Accounts, Commodities
Accounts and Deposit Accounts.




          “Investment Related Property” shall mean (i) all “investment property” (as such term is
defined in Article 9 of the UCC) and (ii) all Pledged Debt, Investment Accounts and certificates of
deposit, in each case regardless of whether classified as investment property under




3









 







the UCC.
Notwithstanding the foregoing, Investment Related Property shall not include any Excluded Equity
Interests.




          “Material Adverse Effect” shall mean a material adverse effect on the current or future
financial position, stockholders’ equity or results of operations of the Grantors, taken as a
whole.




          “Material Copyright Licenses” shall mean all Copyright Licenses pursuant to which a Grantor is
the licensee or licensor and exclusively licenses in or out Copyrights from or to a third party.




          “Material Patent Licenses” shall mean all Patent Licenses pursuant to which a Grantor is the
licensee or licensor and exclusively licenses in or out Patents from or to a third party.




          “Material Trade Secret Licenses” shall mean all Trade Secret Licenses pursuant to which a
Grantor is the licensee or licensor and exclusively licenses in or out Trade Secrets from or to a
third party.




          “Material Trademark Licenses” shall mean all Trademark Licenses pursuant to which a Grantor is
the licensee or licensor and exclusively licenses in or out Trade Secrets from or to a third party.




          “Patent Licenses” shall mean all agreements, licenses and covenants to which a Grantor is
party providing for the granting of any right in or to any Patent or otherwise providing for a
covenant not to sue for infringement or other violation of any Patent (whether such Grantor is
licensee or licensor thereunder) including, without limitation, each agreement required to be
listed in Schedule 5.2(II) under the heading “Material Patent Licenses” (as such schedule may be
amended or supplemented from time to time).




          “Patents” shall mean all United States and foreign patents and certificates of invention, or
similar industrial property rights, and applications for any of the foregoing, including, without
limitation: (i) each patent and patent application required to be listed in Schedule 5.2(II) under
the heading “Patents” (as such schedule may be amended or supplemented from time to time), (ii) all
reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations
thereof, (iii) all patentable inventions and improvements thereto, (iv) the right to sue or
otherwise recover for any past, present and future infringement or other violation thereof, (v) all
Proceeds of the foregoing, including, without limitation, license fees, royalties, income,
payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect
thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout
the world.




          “Permits” shall mean all licenses, permits, approvals, franchises, concessions, entitlements,
registrations, findings or suitability and other authorizations issued by any Governmental
Authority, excluding any Gaming License.




          “Pledge Supplement” shall mean any supplement to this agreement in substantially the form of
Exhibit A.




          “Pledged Debt” shall mean all indebtedness for borrowed money owed to such Grantor, whether or
not evidenced by any Instrument, including, without limitation, all




4









 







indebtedness described on Schedule 5.2(I) under the heading “Pledged Debt” (as such schedule may be amended or supplemented
from time to time), issued by the obligors named therein, the instruments, if any, evidencing such
any of the foregoing, and all interest, cash, instruments and other property or proceeds from time
to time received, receivable or otherwise distributed in respect of or in exchange for any or all
of the foregoing.




          “Receivables” shall mean all rights to payment, whether or not earned by performance, for
goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services
rendered or to be rendered, including, without limitation all such rights constituting or evidenced
by any Account, Chattel Paper, Instrument, General Intangible, Payment Intangible or Investment
Related Property, together with all of Grantor’s rights, if any, in any goods or other property
giving rise to such right to payment and all Collateral Support and Supporting Obligations related
thereto and all Receivables Records.




          “Receivables Records” shall mean (i) all original copies of all documents, instruments or
other writings or electronic records or other Records evidencing the Receivables, (ii) all books,
correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers
relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer
discs, computer runs, record keeping systems and other papers and documents relating to the
Receivables, whether in the possession or under the control of Grantor or any computer bureau or
agent from time to time acting for Grantor or otherwise, (iii) all evidences of the filing of
financing statements and the registration of other instruments in connection therewith, and
amendments, supplements or other modifications thereto, notices to other creditors, secured parties
or agents thereof, and certificates, acknowledgments, or other writings, including, without
limitation, lien search reports, from filing or other registration officers, (iv) all credit
information, reports and memoranda relating thereto and (v) all other written or non-written forms
of information related in any way to the foregoing or any Receivable.




          “Secured Debt Event of Default” means any event or condition which, under the terms of any
Secured Debt Document governing any Series of Secured Debt causes, or permits holders of Secured
Debt outstanding thereunder to cause, the Secured Debt outstanding thereunder to become immediately
due and payable.




          “Secured Debt Obligations” shall mean the “Secured Debt Obligations” as defined in the
Collateral Trust Agreement.




          “Secured Parties” shall mean the “Secured Parties” as defined in the Collateral Trust
Agreement.




          “Securities” shall mean any stock, shares, partnership interests, voting trust certificates,
certificates of interest or participation in any profit-sharing agreement or arrangement, options,
warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments commonly known as
“securities” or any certificates of interest, shares or participations in temporary or interim
certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire,
any of the foregoing.




          “Trade Secret Licenses” shall mean any and all agreements to which a Grantor is party
providing for the granting of any right in or to Trade Secrets (whether such Grantor is
licensee or licensor thereunder) including, without limitation, each agreement required to be
listed






5









 







in Schedule 5.2(II) under the heading “Material Trade Secret Licenses” (as such schedule may
be amended or supplemented from time to time).




          “Trade Secrets” shall mean all trade secrets and all other confidential information or
confidential know how, whether or not the foregoing has been reduced to a writing or other tangible
form, and with respect to any such trade secrets: (i) the right to sue or otherwise recover for any
past, present and future misappropriation or other violation thereof, (ii) all Proceeds of the
foregoing, including, without limitation, license fees, royalties, income, payments, claims,
damages, and proceeds of suit now or hereafter due and/or payable with respect thereto; and (iii)
all other rights of any kind accruing thereunder or pertaining thereto throughout the world.




          “Trademark Licenses” shall mean any and all agreements, licenses and covenants to which a
Grantor is party providing for the granting of any right in or to any Trademark or otherwise
providing for a covenant not to sue for infringement, dilution or other violation of any Trademark
or permitting co-existence with respect to a Trademark (whether such Grantor is licensee or
licensor thereunder) including, without limitation, each agreement required to be listed in
Schedule 5.2(II) under the heading “Material Trademark Licenses” (as such schedule may be amended
or supplemented from time to time).




          “Trademarks” shall mean all United States and foreign trademarks, trade names, trade dress,
corporate names, company names, business names, fictitious business names, Internet domain names,
service marks, certification marks, collective marks, logos, other source or business identifiers
and designs, whether or not registered, and with respect to any and all of the foregoing: (i) all
registrations and applications therefor including, without limitation, the registrations and
applications required to be listed in Schedule 5.2(II) under the heading “Trademarks”(as such
schedule may be amended or supplemented from time to time), (ii) all extensions or renewals of any
of the foregoing, (iii) all of the goodwill of the business connected with the use of and
symbolized by any of the foregoing, (iv) the right to sue or otherwise recover for any past,
present and future infringement, dilution or other violation of any of the foregoing or for any
injury to related goodwill, (v) all Proceeds of the foregoing, including, without limitation,
license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter
due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder
or pertaining thereto throughout the world.




          “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of
New York; provided, however, that in the event that, by reason of mandatory provisions of law, any
or all of the perfection or priority of, or remedies with respect to, any Collateral is governed by
the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New
York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other
jurisdiction solely for purposes of the provisions hereof relating to such perfection, priority or
remedies.




          “United States” shall mean the United States of America.




     1.2 Definitions; Interpretation.



          (a) In this Agreement, the following capitalized terms shall have the meaning given to them in
the UCC (and, if defined in more than one Article of the UCC, shall have the meaning given in
Article 9 thereof): Account, Account Debtor, As-Extracted Collateral, Bank, Certificated Security,
Chattel Paper, Consignee, Consignment, Consignor, Commercial





6









 







Tort Claims, Commodity Account,
Commodity Contract, Commodity Intermediary, Deposit Account, Document, Entitlement Order,
Equipment, Electronic Chattel Paper, Farm Products, Fixtures, General Intangibles, Goods,
Health-Care-Insurance Receivable, Instrument, Inventory, Letter-of-Credit Right, Manufactured Home,
Money, Payment Intangible, Proceeds, Record, Securities Account, Securities Intermediary, Security
Certificate, Security Entitlement, Supporting Obligations, Tangible Chattel Paper and
Uncertificated Security.




          (b) All other capitalized terms used herein (including the preamble and recitals hereto) and
not otherwise defined herein shall have the meanings ascribed thereto in the Indenture or the
Collateral Trust Agreement, as applicable. The incorporation by reference of terms defined in the
Indenture shall survive any termination of the Indenture until this Agreement is terminated as
provided in Section 11. Any of the terms defined herein may, unless the context otherwise
requires, be used in the singular or the plural, depending on the reference. References herein to
any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an
Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the
word “include” or “including”, when following any general statement, term or matter, shall not be
construed to limit such statement, term or matter to the specific items or matters set forth
immediately following such word or to similar items or matters, whether or not non-limiting
language (such as “without limitation” or “but not limited to” or words of similar import) is used
with reference thereto, but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter. The terms lease and
license shall include sub-lease and sub-license, as applicable. If any conflict or inconsistency
exists between this Agreement and the Indenture or the Collateral Trust Agreement, as applicable,
the Indenture or the Collateral Trust Agreement, as applicable, shall govern. All references
herein to provisions of the UCC shall include all successor provisions under any subsequent version
or amendment to any Article of the UCC.




SECTION 2. GRANT OF SECURITY.




     2.1 Grant of Security. Each Grantor hereby grants to the Collateral Trustee a security interest in and continuing
lien on all of such Grantor’s right, title and interest in, to and under all personal property of
such Grantor including, but not limited to the following, in each case whether now owned or
existing or hereafter acquired, developed, created or arising and wherever located (subject to
Section 2.2, all of which being hereinafter collectively referred to as the “Collateral”):



          (a) Accounts;




          (b) Chattel Paper;




          (c) Documents;




          (d) General Intangibles;




          (e) Goods (including, without limitation, Inventory and Equipment);




          (f) Instruments;




          (g) Insurance;




          (h) Intellectual Property;





7









 








          (i) Intellectual Property Licenses;




          (j) Investment Related Property (including, without
limitation, Deposit Accounts);




          (k) Letter-of-Credit Rights;




          (l) Money;




          (m) Receivables and Receivable Records;




          (n) Permits;




          (o) Assigned Agreements;




          (p) Commercial Tort Claims now or hereafter described on Schedule 5.2;




          (q) to the extent not otherwise included above, all other personal property of any kind and
all Collateral Records, Collateral Support and Supporting Obligations relating to any of the
foregoing; and




          (r) to the extent not otherwise included above, all Proceeds, products, accessions, rents and
profits of or in respect of any of the foregoing.




     2.2 Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Collateral include
or the security interest granted under Section 2.1 attach to (a) any assets to the extent that, and
for so long as, creating a security interest in such assets would violate any applicable law or
regulation (including any Gaming Law) (unless such law or regulation would be rendered ineffective
with respect to the creation of a security interest pursuant to Sections 9-406, 9-407, 9-408 or
9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any
other applicable law or principles of equity); provided, that in the event any such law or
regulation is amended, modified or interpreted by the relevant governmental authority to permit (or
is replaced with another law or regulation or another law or regulation is adopted, which would
permit) a security interest in such assets to be granted in favor of the Collateral Trustee, then
the Collateral shall include (and such security interest shall attach to) such assets at such time;
(b) any assets acquired after the date hereof in an aggregate amount not to exceed $10,000,000,
which amount shall be increased by an additional $5,000,000 on June 15, 2010 and each anniversary
thereof while the Notes are outstanding to the extent that, and for so long as, creating a security
interest in such assets would violate an enforceable contractual obligation binding on such
acquired assets that (i) existed at the time of acquisition thereof, (ii) applies only to such
acquired assets and (iii) was not created or made binding on the assets in contemplation of or in
connection with the acquisition of such assets (other than, in the case of joint ventures or
similar arrangements otherwise permitted under the indenture, customary limitations on
assignment entered into in connection with the formation of such joint venture or similar
arrangement or the addition of other parties thereto) (unless the relevant term or provision of
such contractual obligation would be rendered ineffective with respect to the creation of a
security interest pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor
provision or provisions) of any relevant jurisdiction or any other applicable law or principles of
equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such term
or provision of any such contractual obligation, then the Collateral shall include (and such
security interest shall attach to) such assets at such time; (c) any



8









 




Excluded Equity Interests; (d)
any right, title or interest in any license, contract or agreement to which any Grantor is a party
or any of its right, title or interest thereunder to the extent, but only to the extent, that such
a grant would violate applicable Gaming Laws or a term or provision of such license, contract or
agreement to which such Grantor is a party (unless such Gaming Law, term or provision would be
rendered ineffective with respect to the creation of a security interest pursuant to Sections
9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant
jurisdiction or any other applicable law or principles of equity); provided, that in the event any
such Gaming Law is amended, modified or interpreted by the relevant governmental authority to
permit (or is replaced with another law or regulation or another law or regulation is adopted,
which would permit) a security interest in such rights, titles and interests to be granted in favor
of the collateral trustee, then the Collateral shall include (and such security interest shall
attach to) such rights, titles and interests at such time; provided, further, that immediately upon
the ineffectiveness, lapse or termination of any such term or provision of any such license,
contract or agreement, then the Collateral shall include (and such security interest shall attach
to) such rights, titles and interests at such time; provided, further, however, that the exclusions
referred to in this clause (d) shall not include any proceeds of any such license, contract or
agreement; (e) any equipment or other asset owned by any Grantor that is subject to a purchase
money lien or a Capital Lease Obligation, in each case, as permitted in the Indenture, if the
contract or other agreement in which the Lien is granted (or the documentation providing for such
Capital Lease Obligation) prohibits or requires the consent of any Person other than a Grantor as a
condition to the creation of any other security interest on such equipment or asset and, in each
case, the prohibition or requirement is permitted under the Indenture; (f) any vehicles or vessels;
(g) any Deposit Account maintained solely for the purpose of complying with legal requirements, to
the extent such legal requirements prohibit the granting of a Lien thereon, any Deposit Account
maintained specifically and exclusively for use in pari mutual wagering and any Deposit Accounts
maintained solely to hold amounts that are not the property of any Grantor; (h) any Gaming License
or rights thereto or (i) any “intent-to-use” application for registration of a Trademark filed
pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement
of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to
Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely
during the period, if any, in which, the grant of a security interest therein would impair the
validity or enforceability of any registration that issues from such intent-to-use application
under applicable federal law.




     2.3 Collateral Trust Agreement. Notwithstanding anything herein to the contrary, the Lien and security interest granted to
the Collateral Trustee pursuant to this Agreement and the exercise of any right or remedy by such
Collateral Trustee hereunder are subject to the provisions of the Collateral Trust Agreement. In
the event of any conflict between the terms of the Collateral Trust Agreement and this Agreement,
the terms of the Collateral Trust Agreement will govern.



SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.




     3.1 Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt and
complete payment or performance in full when due, whether at stated maturity, by required
prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that
would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy
Code, 11 U.S.C. §362(a) (and any successor provision thereof)), of all Secured Debt Obligations
with respect to every Grantor.



9









 





     3.2 Continuing Liability Under Collateral. Notwithstanding anything herein to the contrary, (a) each Grantor shall remain liable for
all obligations under the Collateral and nothing contained herein is intended or shall be a
delegation of duties to the Collateral Trustee or any Secured Party, (b) each Grantor shall remain
liable under each of the agreements included in the Collateral to perform all of the obligations
undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof
and neither the Collateral Trustee nor any Secured Party shall have any obligation or liability
under any of such agreements by reason of or arising out of this Agreement or any other document
related thereto nor shall the Collateral Trustee nor any Secured Party have any obligation to make
any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to
take any action to collect or enforce any rights under any agreement included in the Collateral and
(c) the exercise by the Collateral Trustee of any of its rights hereunder shall not release any
Grantor from any of its duties or obligations under the contracts and agreements included in the
Collateral.



SECTION 4. CERTAIN PERFECTION REQUIREMENTS




     4.1 Delivery Requirements.



          (a) With respect to any Certificated Securities included in the Collateral, each Grantor shall
deliver to the Collateral Trustee the Security Certificates evidencing such Certificated Securities
duly indorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC), or
accompanied by share transfer powers or other instruments of transfer duly endorsed by such an
effective endorsement, in each case, to the Collateral Trustee or in blank.




          (b) With respect to any Instruments or Tangible Chattel Paper included in the Collateral, each
Grantor shall deliver to the Collateral Trustee all such Instruments or Tangible Chattel Paper to
the Collateral Trustee duly indorsed in blank.




     4.2 Control Requirements.



          (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements,
Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure
that the Collateral Trustee has Control thereof. With respect to any Securities Accounts or
Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities
Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement
substantially in the form of Exhibit B (or such other
agreement in form and substance reasonably satisfactory to the Collateral Trustee) pursuant to
which the Securities Intermediary shall agree to comply with the Collateral Trustee’s Entitlement
Orders without further consent by such Grantor upon a Secured Debt Event of Default. With respect
to any Deposit Account, each Grantor shall cause the depositary institution maintaining such
account to enter into an agreement substantially in the form of Exhibit B (or such other agreement
in form and substance reasonably satisfactory to the Collateral Trustee), pursuant to which the
Bank shall agree to comply with the Collateral Trustee’s instructions with respect to disposition
of funds in the Deposit Account without further consent by such Grantor upon a Secured Debt Event
of Default. With respect to any Commodity Accounts or Commodity Contracts, such Control shall be
accomplished by the Grantor causing the Commodity Intermediary maintaining such Commodity Account
or Commodity Contract to enter into an agreement substantially in the form of Exhibit B with
appropriate revisions relating to Commodity Accounts and Commodity Contracts (or such other
agreement in form and substance reasonably satisfactory to the Collateral Trustee) pursuant to
which the Commodity Intermediary




10









 







shall agree to comply with the Collateral Trustee’s instructions
without further consent by such Grantor upon a Secured Debt Event of Default.




          (b) With respect to any Uncertificated Security included in the Collateral (other than any
Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of
such Uncertificated Security to either (i) register the Collateral Trustee as the registered owner
thereof on the books and records of the issuer or (ii) execute an agreement substantially in the
form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to
the Collateral Trustee), pursuant to which such issuer agrees to comply with the Collateral
Trustee’s instructions with respect to such Uncertificated Security without further consent by such
Grantor.




          (c) With respect to any material Letter-of-Credit Rights included in the Collateral (other
than any Letter-of-Credit Rights constituting a Supporting Obligation for a Receivable in which the
Collateral Trustee has a valid and perfected security interest), each Grantor shall ensure that the
Collateral Trustee has Control thereof by obtaining the written consent of each issuer of each
related letter of credit to the assignment of the proceeds of such letter of credit to the
Collateral Trustee.




          (d) With respect any Electronic Chattel Paper or “transferable record”(as that term is defined
in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in
Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction)
included in the Collateral, each Grantor shall ensure that the Collateral Trustee has Control
thereof.




     4.3 Intellectual Property Recording Requirements.



          (a) In the case of any Collateral (whether now owned or hereafter acquired) consisting of
issued U.S. patents and patent applications, each Grantor shall execute and deliver to the
Collateral Trustee an Intellectual Property Security Agreement in substantially the form of Exhibit
D hereto (or a supplement thereto) covering all such patents and patent applications in appropriate
form for recordation with the U.S. Patent and Trademark Office with respect to the security
interest of the Collateral Trustee.




          (b) In the case of any Collateral (whether now owned or hereafter acquired) consisting of U.S.
trademark registrations and applications for registration, each Grantor shall execute and deliver
to the Collateral Trustee an Intellectual Property Security Agreement in substantially the form of
Exhibit D hereto (or a supplement thereto) covering all such trademark registrations and
applications for registration in appropriate form for recordation with the U.S. Patent and
Trademark Office with respect to the security interest of the Collateral Trustee.




          (c) In the case of any Collateral (whether now owned or hereafter acquired) consisting of U.S.
copyright registrations and exclusive Copyright Licenses in respect of U.S. Copyright registrations
for which any Grantor is the licensee and which have been recorded in the U.S. Copyright Office,
each Grantor shall execute and deliver to the Collateral Trustee an Intellectual Property Security
Agreement in substantially the form of Exhibit D hereto (or a supplement thereto) covering all such
copyright registrations and exclusive Copyright Licenses in appropriate form for recordation with
the U.S. Copyright Office with respect to the security interest of the Collateral Trustee.





11









 








     4.4 Timing and Notice. With respect to any Collateral in existence as of the date hereof, each Grantor shall
comply with the requirements of Section 4 on the date hereof and with respect to any Collateral
hereafter owned or acquired, each Grantor shall comply with such requirements within 60 days of
such Grantor acquiring rights therein. Notwithstanding anything to the contrary contained in this
Section 4.4, each Grantor shall (i) within 5 days after the end of each calendar month inform the
Collateral Trustee of its acquisition of any Collateral consisting of U.S. copyright registrations
or exclusive Copyright Licenses in respect of U.S. copyright registrations for which any Grantor is
the licensee and which have been recorded in the U.S. Copyright Office during such calendar month,
and take any action required by Section 4 with respect to such Collateral; and (ii) within 5 days
after the end of each fiscal quarter inform the Collateral Trustee of its acquisition of any
Collateral consisting of U.S. patents, patent applications or trademark registrations or
applications for registration during such fiscal quarter, and take any action required by Section 4
with respect to such Collateral.



SECTION 5. REPRESENTATIONS AND WARRANTIES.




     Each Grantor hereby represents and warrants, as of the date hereof, that:



     5.1 Grantor Information and Status.



          (a) Schedules 5.1(A) and 5.1(B) (as such schedules may be amended or supplemented from time to
time) set forth under the appropriate headings: (i) the full legal name of such Grantor, (ii) all
trade names or other names under which such Grantor currently conducts business, (iii) the type of
organization of such Grantor, (iv) the jurisdiction of organization of such Grantor, (v) its
organizational identification number, if any and (vi) the jurisdiction where its chief executive
office or its sole place of business (or its principal residence if such Grantor is a natural
person) is located.




          (b) Except as provided on Schedule 5.1(C), it has not changed its name, jurisdiction of
organization, chief executive office or sole place of business (or principal residence if such
Grantor is a natural person) or its corporate structure in any way (e.g., by
merger, consolidation, change in corporate form or otherwise) and has not done business under
any other name, in each case, within the past two (2) years




          (c) It has not within the last two (2) years become bound (whether as a result of merger or
otherwise) as debtor under a security agreement entered into by another Person, which has not
heretofore been terminated other than the agreements identified on Schedule 5.1(D) (as such
schedule may be amended or supplemented from time to time).




          (d) It has been duly organized and is validly existing as an entity of the type as set forth
opposite its name on Schedule 5.1(A) solely under the laws of the jurisdiction as set forth
opposite its name on Schedule 5.1(A) and remains duly existing as such. It has not filed any
certificates of dissolution or liquidation.




          (e) No Grantor is a “transmitting utility” (as defined in Section 9-102(a)(80) of the UCC).




     5.2 Collateral Identification, Special Collateral.



          (a) Schedule 5.2 (as such schedule may be amended or supplemented from time to time) sets
forth under the appropriate headings all of such Grantor’s: (i) Pledged Debt, (ii)




12









 







Securities
Accounts, (iii) Deposit Accounts, (iv) Commodity Contracts and Commodity Accounts, (v) all United
States and foreign registrations and issuances of and applications for Patents, Trademarks, and
Copyrights owned by such Grantor, (vi) all Material Patent Licenses, Material Trademark Licenses,
Material Trade Secret Licenses and Material Copyright Licenses, and exclusive Copyright Licenses in
respect of U.S. copyright registrations for which such Grantor is the licensee and which have been
recorded in the United States Copyright Office, (vii) Commercial Tort Claims, (viii)
Letter-of-Credit Rights for letters of credit, and (ix) the name and address of any warehouseman,
bailee or other third party in possession of any Inventory, Equipment and other tangible personal
property.




          (b) None of the Collateral constitutes, or is the Proceeds of, (i) Farm Products, (ii)
As-Extracted Collateral, (iii) Manufactured Homes, (iv) Health-Care-Insurance Receivables; (v)
timber to be cut or (vi) aircraft, aircraft engines, satellites, ships or railroad rolling stock.




          (c) All information supplied by such Grantor with respect to any of the Collateral (in each
case taken as a whole with respect to any particular Collateral) is accurate and complete in all
material respects.




          (d) Not more than 10% of the value of all personal property included in the Collateral is
located in any country other than the United States.




     5.3 Ownership of Collateral and Absence of Other Liens.



          (a) It owns the Collateral purported to be owned by it or otherwise has the rights it purports
to have in each item of Collateral and, as to all Collateral whether now existing or hereafter
acquired, developed or created (including by way of lease or license), will continue to
own or have such rights in each item of the Collateral (except as otherwise permitted by the
Indenture or this Agreement), in each case free and clear of any and all Liens, including, without
limitation, liens arising as a result of such Grantor becoming bound (as a result of merger or
otherwise) as debtor under a security agreement entered into by another Person, other than
Permitted Liens.




          (b) Other than any financing statements filed in favor of the Collateral Trustee, no effective
financing statement, fixture filing or other instrument similar in effect under any applicable law
covering all or any part of the Collateral is on file in any filing or recording office except for
(i) financing statements for which duly authorized proper termination statements have been
delivered to the Collateral Trustee for filing and (ii) financing statements filed in connection
with Permitted Liens. Other than the Collateral Trustee and any automatic control in favor of a
Bank, Securities Intermediary or Commodity Intermediary maintaining a Deposit Account, Securities
Account or Commodity Contract, no Person is in Control of any Collateral.




     5.4 Status of Security Interest.



          (a) Upon the filing of financing statements naming each Grantor as “debtor” and the Collateral
Trustee as “secured party” and describing the Collateral in the filing offices set forth opposite
such Grantor’s name on Schedule 5.4 (as such schedule may be amended or supplemented from time to
time), the security interest of the Collateral Trustee in all Collateral that can be perfected by
the filing of a financing statement under the Uniform Commercial Code as in effect in any
jurisdiction will constitute a valid, perfected, first priority Lien subject to any Permitted Liens
with respect to Collateral. Each agreement purporting to give the Collateral




13









 







Trustee Control over
any Collateral is effective to establish the Collateral Trustee’s Control of the Collateral subject
thereto.




          (b) To the extent perfection or priority of the security interest therein is not subject to
Article 9 of the UCC, upon due and proper recordation of the security interests granted hereunder
in U.S. patents and patent applications, U.S. trademark registrations and registrations for
applications, and U.S. copyright registrations and exclusive Copyright Licenses under which such
Grantor is the licensee and which have been recorded in the United States Copyright Office, in the
United States Patent and Trademark Office and the United States Copyright Office, the security
interests granted to the Collateral Trustee hereunder that can by law be perfected by such
recordings shall constitute valid, perfected, first priority Liens (subject to Permitted Liens).




          (c) No authorization, consent, approval or other action by, and no notice to or filing with,
any Governmental Authority or regulatory body or any other Person is required for either (i) the
pledge or grant by any Grantor of the Liens purported to be created in favor of the Collateral
Trustee hereunder or (ii) the exercise by Collateral Trustee of any rights or remedies in respect
of any Collateral (whether specifically granted or created hereunder or created or provided for by
applicable law), except (A) for the filings contemplated by clause (a) above, (B) as may be
required, in connection with the disposition of any Investment Related Property, by laws generally
affecting the offering and sale of Securities and (C) in the case of cause (ii) above, any
applicable Gaming Authority.




          (d) Such Grantor is in compliance with its obligations under Section 4.




     5.5 Goods & Receivables.



          (a) Except where the failure to be so would not reasonably be expected to have a Material
Adverse Effect, each Receivable (i) is and will be the legal, valid and binding obligation of the
Account Debtor in respect thereof, representing an unsatisfied obligation of such Account Debtor,
(ii) is and will be enforceable in accordance with its terms, (iii) is not and will not be subject
to any credits, rights of recoupment, setoffs, defenses, taxes, counterclaims (except with respect
to refunds, returns and allowances in the ordinary course of business with respect to damaged
merchandise) and (iv) is and will be in compliance with all applicable laws, whether federal,
state, local or foreign.




          (b) None of the Account Debtors in respect of any Receivable in excess of $2,500,000
individually or $10,000,000 in the aggregate is the government of the United States, any agency or
instrumentality thereof, any state or municipality or any foreign sovereign. No Receivable in
excess of $2,500,000 individually or $10,000,000 in the aggregate requires the consent of the
Account Debtor in respect thereof in connection with the security interest hereunder, except any
consent which has been obtained.




          (c) Except where the failure to be so would not reasonably be expected to have a Material
Adverse Effect, any Goods now or hereafter produced by any Grantor included in the Collateral have
been and will be produced in compliance with the requirements of the Fair Labor Standards Act, as
amended, and the rules and regulations promulgated thereunder.




     5.6 Intellectual Property.



          (a) It is the sole and exclusive owner of the entire right, title, and interest in and to all
Intellectual Property that is attributed to such Grantor on Schedule 5.2(II) (as such




14









 







schedule may
be amended or supplemented from time to time), and owns or, to such Grantor’s knowledge, has the
valid right to use all other Intellectual Property used in or necessary to conduct its business,
free and clear of all Liens other than Permitted Liens.




          (b) All Intellectual Property purported as owned by such Grantor has not been finally adjudged
invalid or unenforceable and all such Intellectual Property that has been registered or issued is
subsisting, and except in case as would not reasonably be expected to have a Material Adverse
Effect, such Grantor has performed all acts and has paid all renewal, maintenance, and other fees
and taxes required to maintain each and every registration and application of Copyrights, Patents
and Trademarks purported as owned by such Grantor in full force and effect.




          (c) No holding, decision, ruling, or judgment has been rendered in any action or proceeding
before any court or administrative authority challenging the validity, enforceability, or scope of,
or such Grantor’s right to register, own or use, any Intellectual Property purported as owned by
such Grantor and no such action or proceeding (excluding oppositions or challenges brought in
connection with applications before the United States Patent and Trademark Office or the United
States Copyright Office) is pending or, to such Grantor’s knowledge, threatened.




          (d) All registrations, issuances, and applications for Copyrights, Patents and Trademarks
owned by such Grantor are held of record in the name of such Grantor.




          (e) Such Grantor has been using its Trademarks, Patents and Copyrights with all legends and
notices required by law, except to the extent that not using such legends will not invalidate any
material Trademarks, Patents and Copyrights or result in the loss of such Grantor’s ownership
rights therein.




          (f) Such Grantor has taken commercially reasonable steps to protect the confidentiality of its
Trade Secrets in accordance with industry standards.




          (g) Such Grantor controls, in all material respects, the nature and quality of all products
sold and all services rendered under or in connection with all Trademarks material to such
Grantor’s business and has taken commercially reasonable actions to insure that all licensees of
the Trademarks owned by such Grantor comply in all material respects with such Grantor’s standards
of quality.




          (h) Except as set forth on Schedule 5.6, to such Grantor’s knowledge, the conduct of such
Grantor’s business does not infringe, misappropriate, dilute or otherwise violate any Intellectual
Property right of any other Person; no claim has been made that the use of any Intellectual
Property owned or used by such Grantor (or any of its respective licensees) infringes,
misappropriates, dilutes or otherwise violates the asserted rights of any other Person; and no
demand that such Grantor enter into a license or co-existence agreement has been made but not
resolved.




          (i) Except in each case as would reasonably be expected not to have a Material Adverse Effect,
to such Grantor’s knowledge, no Person is infringing, misappropriating, diluting or otherwise
violating any rights in any Intellectual Property owned, licensed or used by such Grantor, or any
of its respective licensees.





15









 








          (j) No settlement or consents, covenants not to sue, co-existence agreements, non-assertion
assurances, or releases have been entered into by such Grantor or binds such Grantor in a manner
that could materially adversely affect such Grantor’s rights to own, license or use any
Intellectual Property that is material to such Grantor’s business.




     5.7 Pledged Debt.



          (a) All of the Pledged Debt issued by ACEP or any of its Subsidiaries owned by such Grantor
has been duly authorized, authenticated or issued (to the extent evidenced by an Instrument), and
has been delivered to the Collateral Trustee and is the legal, valid and binding obligation of the
issuers thereof and is not in default.




          (b) All of the Pledged Debt owned by such Grantor constitutes all of the issued and
outstanding intercompany Indebtedness owing to such Grantor.




SECTION 6. COVENANTS AND AGREEMENTS.



Each Grantor hereby covenants and agrees that:




     6.1 Grantor Information & Status. Without limiting any prohibitions or restrictions on mergers or other transactions set
forth in the Indenture or any other Secured Debt Document, it shall not change such Grantor’s name,
identity, corporate structure (e.g. by merger, consolidation, change in corporate form or
otherwise), sole place of business (or principal residence if such Grantor is a natural
person), chief executive office, type of organization or jurisdiction of organization or establish
any trade names unless it shall have (a) promptly notified the Collateral Trustee in writing (and,
in any event, within sixty (60) days after) of any such change or establishment, identifying such
new proposed name, identity, corporate structure, sole place of business (or principal residence if
such Grantor is a natural person), chief executive office, jurisdiction of organization or trade
name and providing such other information in connection therewith as the Collateral Trustee may
reasonably request and (b) taken all actions necessary to maintain the continuous validity,
perfection and the same or better priority of the Collateral Trustee’s security interest in the
Collateral granted or intended to be granted and agreed to hereby, which in the case of any merger
or other change in corporate structure shall include, without limitation, executing and delivering
to the Collateral Trustee a completed Pledge Supplement (together with all supplements to schedules
thereto) upon completion of such merger or other change in corporate structure confirming the grant
of the security interest hereunder.



     6.2 Collateral Identification; Special Collateral.



          (a) In the event that it hereafter acquires any Collateral of a type described in Section
5.2(b), it shall promptly notify the Collateral Trustee thereof in writing and take such actions
and execute such documents and make such filings all at Grantor’s expense as the Collateral Trustee
may reasonably request in order to ensure that the Collateral Trustee has a valid, perfected, first
priority security interest in such Collateral, subject to any Permitted Liens. Notwithstanding the
foregoing, no Grantor shall be required to notify the Collateral Trustee or take any such action
unless such Collateral is of a material value or is material to such Grantor’s business.




          (b) In the event that it hereafter acquires or has any Commercial Tort Claim it shall deliver
to the Collateral Trustee a completed Pledge Supplement (together with all supplements to schedules
thereto), identifying such new Commercial Tort Claims.





16









 








     6.3 Ownership of Collateral and Absence of Other Liens.



          (a) Except for the security interest created by this Agreement, it shall not create or suffer
to exist any Lien upon or with respect to any of the Collateral, other than Permitted Liens, and
such Grantor shall make reasonable efforts to defend the Collateral against all Persons at any time
claiming any interest therein;




          (b) Upon such Grantor or any officer of such Grantor obtaining knowledge thereof, it shall
promptly notify the Collateral Trustee in writing of any event that may have a material adverse
effect on the value of the Collateral or any portion thereof, the ability of any Grantor or the
Collateral Trustee to dispose of the Collateral or any portion thereof, or the rights and remedies
of the Collateral Trustee in relation thereto, including, without limitation, the levy of any legal
process against the Collateral or any portion thereof.




          (c) It shall not voluntarily sell, transfer or assign (by operation of law or otherwise),
permit to lapse, abandon or exclusively license (other than in the ordinary course) to another
Person any Collateral, except (x) as otherwise permitted by the Indenture and the other
Secured Debt Documents and (y) that the Grantors shall not be required to preserve any such
Collateral if such Grantors determine in their reasonable business judgment that the preservation
thereof is no longer desirable in the conduct of the business of ACEP and its Subsidiaries, taken
as a whole, and that the loss thereof is not adverse in any material respect to the Secured
Parties.




     6.4 Status of Security Interest.



          (a) Subject to the limitations set forth in subsection (b) of this Section 6.4, each Grantor
shall maintain the security interest of the Collateral Trustee hereunder in all Collateral as
valid, perfected, first priority Liens (subject to Permitted Liens).




          (b) Notwithstanding the foregoing, no Grantor shall be required to take any action to perfect
any Collateral that can only be perfected by (i) Control or (ii) federal or foreign filings with
respect to Intellectual Property, in each case except as and to the extent specified in Section 4.




     6.5 Goods & Receivables.



          (a) It shall not deliver any Document evidencing any Equipment or Inventory to any Person
other than (i) the issuer of such Document to claim the Goods evidenced thereby or (ii) the
Collateral Trustee.




          (b) If any Equipment or Inventory is in possession or control of any warehouseman, bailee or
other third party (other than a Consignee under a Consignment for which such Grantor is the
Consignor), such Grantor shall join with the Collateral Trustee in notifying the third party of the
Collateral Trustee’s security interest and obtaining an acknowledgment from the third party that it
is holding the Equipment and Inventory for the benefit of the Collateral Trustee and will permit
the Collateral Trustee to have access to Equipment or Inventory for purposes of inspecting such
Collateral or, following a Secured Debt Event of Default, to remove same from such premises if the
Collateral Trustee so elects (and the Grantors shall not permit Equipment and Inventory in excess
of $5,000,000 in the aggregate to be in the possession or control of such third parties that have
provided such an acknowledgment); and with respect to any Goods subject to a Consignment for which
such Grantor is the Consignor, such Grantor shall make commercially reasonable efforts to file
appropriate financing statements




17









 







against the Consignee and take such other action as may be
reasonably necessary to ensure that the Grantor has a first priority perfected security interest in
such Goods.




          (c) It shall keep and maintain at its own cost and expense satisfactory and materially
complete records of the Receivables, including, but not limited to, the originals of all
documentation with respect to all Receivables and records of all payments received and all credits
granted on the Receivables, all merchandise returned and all other dealings therewith.




          (d) Other than in the ordinary course of business (i) it shall not amend, modify, terminate or
waive any provision of any Receivable in any manner which could reasonably be expected to have a
material adverse effect on the value of such Receivable and (ii) following and during the
continuation of a Secured Debt Event of Default, such Grantor shall not (w) grant any extension or
renewal of the time of payment of any Receivable, (x) compromise or
settle any dispute, claim or legal proceeding with respect to any Receivable for less than the
total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment
thereof or (z) allow any credit or discount thereon.




          (e) The Collateral Trustee (acting at the direction of the Required Debtholders) shall have
the right at any time to notify, or require any Grantor to notify, any Account Debtor of the
Collateral Trustee’s security interest in the Receivables and any Supporting Obligation and, in
addition, at any time following the occurrence and during the continuation of a Secured Debt Event
of Default, the Collateral Trustee may (acting at the direction of the Required Debtholders): (i)
direct the Account Debtors under any Receivables to make payment of all amounts due or to become
due to such Grantor thereunder directly to the Collateral Trustee; (ii) notify, or require any
Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account
Debtors under any Receivables have been directed to make payment to remit all amounts representing
collections on checks and other payment items from time to time sent to or deposited in such
lockbox or other arrangement directly to the Collateral Trustee; and (iii) enforce, at the expense
of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount
or payment thereof, in the same manner and to the same extent as such Grantor might have done. If
the Collateral Trustee notifies any Grantor that it has elected to collect the Receivables in
accordance with the preceding sentence, any payments of Receivables received by such Grantor shall
be forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact
form received, duly indorsed by such Grantor to the Collateral Trustee if required, in the
Collateral Account maintained under the sole dominion and control of the Collateral Trustee, and
until so turned over, all amounts and proceeds (including checks and other instruments) received by
such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall
be received in trust for the benefit of the Collateral Trustee hereunder and shall be segregated
from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount
or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or
allow any credit or discount thereon.




     6.6 Intellectual Property.



          (a) It shall not do any act or omit to do any act whereby any of the Intellectual Property
constituting Collateral that is material to the business of such Grantor or otherwise of material
value may lapse, or become abandoned, canceled, dedicated to the public, forfeited, unenforceable,
or otherwise impaired or which would adversely affect the validity, grant, or enforceability of the
security interest granted therein.





18









 








          (b) It shall, not with respect to any Trademarks that are material to the business of such
Grantor, cease the use of any such Trademarks or fail to maintain in all material respects the
level of the quality of products sold and services rendered under any of such Trademark at a level
at least substantially consistent with the quality of such products and services as of the date
hereof, and such Grantor shall take all commercially reasonable steps to insure that licensees of
such Trademarks use consistent standards of quality in all material respects.




          (c) It shall give the Collateral Trustee notice, along with the monthly notice, in the case of
Copyrights, and the quarterly notice, in the case of Trademarks and Patents, provided pursuant to
Section 4.4, if it knows that any item of Intellectual Property constituting
Collateral that is material to the business of such Grantor or otherwise of material value has
become abandoned or dedicated to the public or placed in the public domain, or any such item of
Intellectual Property or any Intellectual Property License that is material to the business of such
Grantor or otherwise of material value has become (i) invalid or unenforceable, (ii) subject to any
adverse determination or materially adverse development regarding such Grantor’s ownership,
registration or use or the validity or enforceability of such item of Intellectual Property or
Intellectual Property License (including the institution of, or any adverse development with
respect to, proceedings in the United States Patent and Trademark Office, the United States
Copyright Office, any state registry, any foreign counterpart of the foregoing, or any court) or
(iii) the subject of any reversion or termination rights.




          (d) It shall take all reasonable steps, including in any proceeding before the United States
Patent and Trademark Office, the United States Copyright Office or any state registry, to pursue
any application and maintain any registration or issuance of each Trademark, Patent, and Copyright,
in each case, constituting Collateral that is material to the business of such Grantor or otherwise
of material value, owned by or, to the extent it has an obligation to do so, exclusively licensed
to any Grantor.




          (e) It shall use commercially reasonable efforts so as not to permit the inclusion in any
contract to which it hereafter becomes a party of any provision that could or may in any way
materially impair or prevent the creation of a security interest in, or the assignment of, such
Grantor’s rights and interests in any Intellectual Property constituting Collateral acquired under
such contracts.




          (f) In the event that any Intellectual Property constituting Collateral, owned by or
exclusively licensed to such Grantor is infringed, misappropriated, diluted, or otherwise violated
by a third party, such Grantor shall promptly take all actions which, in its reasonable business
judgment, are necessary and advisable (and as permitted in connection with any licensed
Intellectual Property) to stop such infringement, misappropriation, dilution, or other violation
and protect its rights in such Intellectual Property including, but not limited to, the initiation
of a suit for injunctive relief and to recover damages.




          (g) It shall take commercially reasonable steps to protect the secrecy of all Trade Secrets
constituting Collateral in accordance with industry standards.




          (h) When reasonably appropriate, it shall use commercially reasonable efforts to use proper
statutory notices in connection with its use of any material Trademarks constituting Collateral in
accordance with industry standards.






19









 








          (i) It shall continue to collect, at its own expense, all amounts, which in Grantor’s
reasonable business judgment, are due or are to become due to such Grantor in respect of the
Intellectual Property constituting Collateral. In connection with such collections, such Grantor
may take (and, at the Collateral Trustee’s reasonable direction, shall take) such action as such
Grantor or the Collateral Trustee may deem reasonably necessary or advisable to enforce collection
of such amounts. Notwithstanding the foregoing, the Collateral Trustee shall have the right at any
time, to require any Grantor to notify, any obligors with respect to any such amounts of the
existence of the security interest created hereby.




     6.7 Investment Related Property.



          (a) Except as provided in the next sentence, in the event such Grantor receives any interest
or distributions on any Investment Related Property, upon the merger, consolidation, liquidation or
dissolution of any issuer of any Investment Related Property, then (i) such interest or
distributions and any Securities (other than Excluded Equity Interests) or other property shall be
included in the definition of Collateral without further action and (ii) such Grantor shall
immediately take all steps, if any, necessary or advisable to ensure the validity, perfection,
priority and, if applicable, control of the Collateral Trustee over such Investment Related
Property (including, without limitation, delivery thereof to the Collateral Trustee) and pending
any such action such Grantor shall be deemed to hold such interest, distributions, Securities
(other than Excluded Equity Interests) or other property in trust for the benefit of the Collateral
Trustee and shall segregate such distributions, Securities (other than Excluded Equity Interests)
or other property from all other property of such Grantor. Notwithstanding the foregoing, so long
as no Secured Debt Event of Default shall have occurred and be continuing, the Collateral Trustee
authorizes each Grantor to retain all ordinary cash distributions paid in the normal course of the
business of the issuer of any applicable Investment Related Property and consistent with the past
practice of such issuer and all scheduled payments of interest.




          (b) Except to the extent prohibited by an Secured Debt Document, without the prior written
consent of the Collateral Trustee, such Grantor shall not vote to enable or take any other action
to waive any default under or breach any of the terms of any Pledged Debt.




          (c) Such Grantor shall notify the Collateral Trustee of any material default under any Pledged
Debt.




SECTION 7. FURTHER ASSURANCES; ADDITIONAL GRANTORS.




     7.1 Further Assurances.



          (a) Each Grantor agrees that from time to time, at the reasonable expense of such Grantor, it
shall promptly execute and deliver all further instruments and documents, and take all further
action, that may be necessary, or that the Collateral Trustee may reasonably request, in order to
create and/or maintain the validity, perfection or priority of and protect any security interest
granted or purported to be granted hereby or to enable the Collateral Trustee to exercise and
enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the
generality of the foregoing, each Grantor shall:





     (i) file such financing or continuation statements, or amendments thereto, submit for
recordation security interests in Intellectual Property constituting Collateral that is
registered, issued or applied for in the United States, and otherwise as reasonably
requested by the Collateral Agent with respect to material Intellectual



20









 






Property
registered, issued or applied for outside of the United States, and execute and deliver
such other agreements, instruments, endorsements, powers of attorney, applications for
approval or notices, as may be necessary or desirable, or as the Collateral Trustee may
reasonably request, in order to effect, reflect, perfect and preserve the security
interests granted or purported to be granted hereby;




          (ii) take commercially reasonable actions necessary to ensure the recordation of
appropriate evidence of the liens and security interest granted hereunder in any
Copyrights, Patents or Trademarks, in each case constituting Collateral, (A) that
have been registered, issued or applied for in the United States, with the United
States Patent and Trademark Office and the United States Copyright Office and the various
Secretaries of State, and (B) with respect to material Copyrights, Patents or Trademarks
that have been registered, issued or applied for in foreign jurisdictions, in the
appropriate foreign intellectual property registries as reasonably requested by the
Collateral Trustee, except to the extent that ACEP certifies to the Collateral Trustee
pursuant to an Officer’s Certificate that the costs of obtaining a perfected security
interest in such assets substantially exceed the practical benefit of such Collateral to
the Secured Parties;




          (iii) at any time during normal business hours, upon reasonable request by the
Collateral Trustee or its agents or representatives and in a manner that does not interfere
with such Grantor’s business, allow inspection of the Collateral by the Collateral Trustee
or its agents or representatives, or persons designated by the Collateral Trustee;




          (iv) at the Collateral Trustee’s reasonable request, appear in and defend any action
or proceeding that may affect such Grantor’s title to or the Collateral Trustee’s security
interest in all or any part of the Collateral; and




          (v) furnish the Collateral Trustee with such information regarding the Collateral,
including, without limitation, the location thereof, as the Collateral Trustee or its
agents or representatives may reasonably request from time to time.



          (b) Each Grantor hereby authorizes the Collateral Trustee to file a Record or Records,
including, without limitation, financing or continuation statements, Intellectual Property Security
Agreements and amendments and supplements to any of the foregoing, in any jurisdictions and with
any filing offices as the Collateral Trustee may determine, in its sole discretion, are necessary
or advisable to perfect or otherwise protect the security interest granted to the Collateral
Trustee herein. Such financing statements may describe the Collateral in the same manner as
described herein or may contain an indication or description of collateral that describes such
property in any other manner as the Collateral Trustee may determine, in its sole discretion, is
necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral
granted to the Collateral Trustee herein, including, without limitation, describing such property
as “all assets, whether now owned or hereafter acquired, developed or created” or words of similar
effect. Each Grantor shall furnish to the Collateral Trustee from time to time (but no more than
once per fiscal year unless a Secured Debt Event of Default has occurred and is continuing)
statements and schedules further identifying and describing the Collateral and such other reports
in connection with the Collateral as the Collateral Trustee may reasonably request, all in
reasonable detail.




          (c) Each Grantor hereby authorizes the Collateral Trustee to modify this Agreement after
obtaining such Grantor’s approval of or signature to such modification by




21









 







amending Schedule 5.2 (as
such schedule may be amended or supplemented from time to time) to include reference to any right,
title or interest in any existing Intellectual Property or any Intellectual Property acquired or
developed by any Grantor after the execution hereof or to delete any reference to any right, title
or interest in any Intellectual Property in which any Grantor no longer has or claims any right,
title or interest.




     7.2 Additional Grantors. From time to time subsequent to the date hereof, additional Persons may become parties
hereto as additional Grantors (each, an “Additional Grantor”), by executing a Pledge Supplement.
Upon delivery of any such Pledge Supplement to the Collateral Trustee, notice of which is hereby
waived by Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto
as if Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its
obligations arising hereunder shall not be affected or diminished by the addition or release of any
other Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or
becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases
to be a Grantor hereunder.



SECTION 8. COLLATERAL TRUSTEE APPOINTED ATTORNEY-IN-FACT.




     8.1 Power of Attorney. Each Grantor hereby irrevocably appoints the Collateral Trustee (such appointment being
coupled with an interest) as such Grantor’s attorney-in-fact, with full authority in the place and
stead of such Grantor and in the name of such Grantor, the Collateral Trustee or otherwise, from
time to time in the Collateral Trustee’s discretion to take any action and to execute any
instrument that the Collateral Trustee may deem reasonably necessary or advisable to accomplish the
purposes of this Agreement and the Collateral Trust Agreement, in each case, except as may
otherwise be expressly provided for in this Section 8.1, solely upon the occurrence and during the
continuance of a Secured Debt Event of Default, whether by itself or through agents or
representatives, including, without limitation, the following:



          (a) upon the occurrence and during the continuance of any Secured Debt Event of Default, to
obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral
Trustee pursuant to any Secured Debt Document;




          (b) upon the occurrence and during the continuance of any Secured Debt Event of Default, to
ask for, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for
moneys due and to become due under or in respect of any of the Collateral;




          (c) upon the occurrence and during the continuance of any Secured Debt Event of Default, to
receive, endorse and collect any drafts or other instruments, documents and chattel paper in
connection with clause (b) above;




          (d) upon the occurrence and during the continuance of any Secured Debt Event of Default, to
file any claims or take any action or institute any proceedings that the Collateral Trustee may
deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the
rights of the Collateral Trustee with respect to any of the Collateral;




          (e) to prepare and file any UCC financing statements against such Grantor as debtor;






22









 








          (f) to prepare, sign, and submit for recordation in any intellectual property registry,
appropriate evidence of the lien and security interest granted herein in any Intellectual Property
constituting Collateral in the name of such Grantor as debtor;




          (g) to take or cause to be taken all actions necessary to perform or comply or cause
performance or compliance with the terms of this Agreement or any applicable law relating
to the Collateral, including, without limitation, access to pay or discharge taxes or Liens
(other than Permitted Liens) levied or placed upon or threatened against the Collateral, the
legality or validity thereof and the amounts necessary to discharge the same to be determined by
the Collateral Trustee in its sole discretion, any such payments made by the Collateral Trustee to
become obligations of such Grantor to the Collateral Trustee, due and payable immediately without
demand; and




          (h) upon the occurrence and during the continuance of any Secured Debt Event of Default,
subject to compliance with all applicable Gaming Laws, generally to sell, transfer, lease, license,
pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully
and completely as though the Collateral Trustee were the absolute owner thereof for all purposes,
and to do, at the Collateral Trustee’s option and such Grantor’s expense, at any time or from time
to time, all acts and things that the Collateral Trustee deems reasonably necessary to protect,
preserve or realize upon the Collateral and the Collateral Trustee’s security interest therein in
order to effect the intent of this Agreement, all as fully and effectively as such Grantor might
do.




     8.2 No Duty on the Part of Collateral Trustee or Secured Parties. The powers conferred on the Collateral Trustee hereunder are solely to protect the
interests of the Secured Parties in the Collateral and shall not impose any duty upon the
Collateral Trustee or any Secured Party to exercise any such powers. The exercise of any such
powers shall be subject to the terms of the Collateral Trust Agreement. The Collateral Trustee and
the Secured Parties shall be accountable only for amounts that they actually receive as a result of
the exercise of such powers, and neither they nor any of their officers, directors, employees or
agents shall be responsible to any Grantor for any act or failure to act hereunder, except for
their own gross negligence or willful misconduct.



SECTION 9. REMEDIES.




     9.1 Generally.



          (a) If any Secured Debt Event of Default shall have occurred and be continuing, the Collateral
Trustee and its agents and representatives may, subject to compliance with all applicable Gaming
Laws, exercise in respect of the Collateral, in addition to all other rights and remedies provided
for herein or otherwise available to it at law or in equity, all the rights and remedies of the
Collateral Trustee on default under the UCC or other applicable law to collect, enforce or satisfy
any Secured Debt Obligations then owing, whether by acceleration or otherwise, and also may pursue
any of the following separately, successively or simultaneously:





          (i) require any Grantor to, and each Grantor hereby agrees that it shall at its
expense and promptly upon request of the Collateral Trustee forthwith, assemble all or part
of the Collateral as directed by the Collateral Trustee and make it available to the
Collateral Trustee at a place to be designated by the Collateral Trustee that is reasonably
convenient to both parties;



23









 






          (ii) enter onto the property where any Collateral is located and take possession
thereof with or without judicial process;




          (iii) prior to the disposition of the Collateral, store, process, repair or
recondition the Collateral or otherwise prepare the Collateral for disposition in any
manner to the extent the Collateral Trustee deems appropriate; and




          (iv) without notice except as specified below or under the UCC, sell, assign, lease,
license (on an exclusive or nonexclusive basis) or otherwise dispose of the Collateral or
any part thereof in one or more parcels at public or private sale, at any of the Collateral
Trustee’s offices or elsewhere, for cash, on credit or for future delivery, at such time or
times and at such price or prices and upon such other terms as the Collateral Trustee may
deem commercially reasonable.



          (b) The Collateral Trustee or any Secured Party may be the purchaser of any or all of the
Collateral at any public or private (to the extent to the portion of the Collateral being privately
sold is of a kind that is customarily sold on a recognized market or the subject of widely
distributed standard price quotations) sale in accordance with the UCC and the Collateral Trustee,
as collateral trustee for and representative of the Secured Parties, shall be entitled, for the
purpose of bidding and making settlement or payment of the purchase price for all or any portion of
the Collateral sold at any such sale made in accordance with the UCC, to use and apply any of the
Secured Debt Obligations as a credit on account of the purchase price for any Collateral payable by
the Collateral Trustee at such sale. Each purchaser at any such sale shall hold the property sold
absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives
(to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which
it now has or may at any time in the future have under any rule of law or statute now existing or
hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by
law, at least twenty (20) days notice to such Grantor of the time and place of any public sale or
the time after which any private sale is to be made shall constitute reasonable notification. The
Collateral Trustee shall not be obligated to make any sale of Collateral regardless of notice of
sale having been given. The Collateral Trustee may adjourn any public or private sale from time to
time by announcement at the time and place fixed therefor, and such sale may, without further
notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that it
would not be commercially unreasonable for the Collateral Trustee to dispose of the Collateral or
any portion thereof by using Internet sites that provide for the auction of assets of the types
included in the Collateral or that have the commercially reasonable capability of doing so, or that
match buyers and sellers of assets. Each Grantor hereby waives any claims against the Collateral
Trustee arising by reason of the fact that the price at which any Collateral may have been sold at
such a private sale was less than the price which might have been obtained at a public sale, even
if the Collateral Trustee accepts the first offer received and does not offer such Collateral to
more than one offeree. If the proceeds of any sale or other disposition of the Collateral are
insufficient to pay all the Secured Debt Obligations, Grantors shall be liable for the deficiency
and the reasonable out-of-pocket fees of any attorneys employed by the Collateral Trustee to
collect such deficiency. Each Grantor further agrees that a breach of any of the covenants
contained in this Section will cause irreparable injury to the Collateral Trustee, that the
Collateral Trustee has no adequate remedy at law in respect of such breach and, as a consequence,
that each and every covenant contained in this Section shall be specifically enforceable against
such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an
action for specific performance of such covenants except for a defense that no default has occurred
giving rise to the Secured Debt Obligations becoming due and payable prior




24









 







to their stated
maturities. Nothing in this Section shall in any way limit the rights of the Collateral Trustee
hereunder.




          (c) The Collateral Trustee may sell the Collateral without giving any warranties as to the
Collateral. The Collateral Trustee may specifically disclaim or modify any warranties of title or
the like. This procedure will not be considered to adversely affect the commercial reasonableness
of any sale of the Collateral.




          (d) The Collateral Trustee shall have no obligation to marshal any of the Collateral.




     9.2 Application of Proceeds. Except as expressly provided elsewhere in this Agreement, all proceeds received by the
Collateral Trustee in respect of any sale of, any collection from, or other realization upon all or
any part of the Collateral shall be applied in full or in part by the Collateral Trustee in
accordance with the Collateral Trust Agreement.



     9.3 Sales on Credit. If Collateral Trustee sells any of the Collateral upon credit, Grantor will be credited
only with payments actually made by purchaser and received by Collateral Trustee and applied to
indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral,
Collateral Trustee may resell the Collateral and Grantor shall be credited with proceeds of the
sale.



     9.4 Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities
Act and applicable state securities laws, the Collateral Trustee may be compelled, with respect to
any sale of all or any part of the Investment Related Property conducted without prior registration
or qualification of such Investment Related Property under the Securities Act and/or such state
securities laws, to limit purchasers to those who will agree, among other things, to acquire the
Investment Related Property for their own account, for investment and not with a view to the
distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at
prices and on terms less favorable than those obtainable through a public sale without such
restrictions (including a public offering made pursuant to a registration statement under the
Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private
sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral
Trustee shall have no obligation to engage in public sales and no obligation to delay the sale of
any Investment Related Property for the period of time necessary to permit the issuer thereof to
register it for a form of public sale requiring registration under the Securities Act or under
applicable state securities laws, even if such issuer would, or should, agree to so register it.



     9.5 Grant of Intellectual Property License. For the purpose of enabling the Collateral Trustee, during the continuance of a Secured
Debt Event of Default, to exercise rights and remedies under Section 9 hereof at such time as the
Collateral Trustee shall be lawfully entitled to exercise such rights and remedies, and for no
other purpose, each Grantor hereby grants to the Collateral Trustee, to the extent permitted, an
irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to
such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and
inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to use,
license or sublicense any of the Intellectual Property now owned or hereafter acquired, developed
or created by such Grantor constituting Collateral, coextensive with such Grantor’s rights in such
Intellectual Property. Such license shall include reasonable access to all media in which any
of the licensed items may be recorded or stored and to all computer programs used for the
compilation or printout hereof. The



25









 




license granted in this Section 9.5 shall be subject the
exclusive rights of any licensee under a license constituting a Permitted Lien or any other license
permitted under this Agreement or the Indenture.




     9.6 Intellectual Property.



          (a) Anything contained herein to the contrary notwithstanding, in addition to the other rights
and remedies provided herein, upon the occurrence and during the continuation of a Secured Debt
Event of Default:





          (i) the Collateral Trustee and its agents and representatives shall have the right
(but not the obligation) to bring suit or otherwise commence any action or proceeding in
the name of any Grantor, the Collateral Trustee or otherwise, in the Collateral Trustee’s
sole discretion (acting at the direction of the Required Debtholders), to enforce any
Intellectual Property constituting Collateral, in which event such Grantor shall, at the
reasonable request of the Collateral Trustee, do any and all lawful acts and execute any
and all documents required by the Collateral Trustee in aid of such enforcement, and such
Grantor shall promptly, upon demand, reimburse and indemnify the Collateral Trustee as
provided in Section 12 hereof in connection with the exercise of its rights under this
Section, and, to the extent that the Collateral Trustee shall elect not to bring suit to
enforce any Intellectual Property rights as provided in this Section, each Grantor agrees
to use all measures which such Grantor in its reasonable business judgment deems necessary
and advisable, whether by action, suit, proceeding or otherwise, to prevent the
infringement, misappropriation, dilution or other violation of any of such Grantor’s rights
in the Intellectual Property constituting Collateral by others and for that purpose agrees
to diligently maintain any action, suit or proceeding against any Person so infringing,
misappropriating, diluting or otherwise violating as shall be necessary to prevent such
infringement, misappropriation, dilution or other violation;




          (ii) upon written demand from the Collateral Trustee, each Grantor shall grant,
assign, convey or otherwise transfer to the Collateral Trustee or such Collateral Trustee’s
designee all of such Grantor’s right, title and interest in and to any Intellectual
Property constituting Collateral and shall execute and deliver to the Collateral Trustee
such documents as are necessary or appropriate to carry out the intent and purposes of this
Agreement;




          (iii) each Grantor agrees that such an assignment and/or recording shall be applied to
reduce the Secured Debt Obligations outstanding only to the extent that the Collateral
Trustee (or any Secured Party) receives cash proceeds in respect of the sale of, or other
realization upon, any such Intellectual Property; and




          (iv) the Collateral Trustee shall have the right to notify any obligors with respect
to amounts due or to become due to such Grantor in respect of any Intellectual Property of
such Grantor constituting Collateral, of the existence of the security interest created
herein, to direct such obligors to make payment of all such amounts directly to the
Collateral Trustee, and, upon such notification and at the expense of such Grantor, to
enforce collection of any such amounts and to adjust, settle or
compromise the amount or payment thereof, in the same manner and to the same extent as
such Grantor might have done;



26









 






	 	(1)	 	all amounts and proceeds (including checks and other instruments) received by
Grantor in respect of amounts due to such Grantor in respect of the Collateral or any
portion thereof shall be received in trust for the benefit of the Collateral Trustee
hereunder, shall be segregated from other funds of such Grantor and shall be forthwith
paid over or delivered to the Collateral Trustee in the same form as so received (with
any necessary endorsement) to be held as cash Collateral and applied as provided by
Section 9.7 hereof; and
	 
	 	(2)	 	Grantor shall not adjust, settle or compromise the amount or payment of any
such amount or release wholly or partly any obligor with respect thereto or allow any
credit or discount thereon.





          (b) If (i) a Secured Debt Event of Default shall have occurred and, by reason of cure, waiver,
modification, amendment or otherwise, no longer be continuing, (ii) no other Secured Debt Event of
Default shall have occurred and be continuing, (iii) an assignment or other transfer to the
Collateral Trustee of any rights, title and interests in and to any Intellectual Property of such
Grantor constituting Collateral shall have been previously made and shall have become absolute and
effective, and (iv) the Secured Debt Obligations shall not have become immediately due and payable,
upon the written request of any Grantor, the Collateral Trustee shall promptly execute and deliver
to such Grantor, at such Grantor’s sole cost and expense, such assignments or other transfer as may
be necessary to reassign to such Grantor any such rights, title and interests as may have been
assigned to the Collateral Trustee as aforesaid, subject to any disposition thereof that may have
been made by the Collateral Trustee; provided, after giving effect to such reassignment, the
Collateral Trustee’s security interest granted pursuant hereto, as well as all other rights and
remedies of the Collateral Trustee granted hereunder, shall continue to be in full force and
effect; and provided further, the rights, title and interests so reassigned shall be free and clear
of any other Liens granted by or on behalf of the Collateral Trustee and the Secured Parties.




     9.7 Cash Proceeds; Deposit Accounts. (a) If any Secured Debt Event of Default shall have occurred and be continuing, in
addition to the rights of the Collateral Trustee specified in Section 6.5 with respect to payments
of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks
and other near-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust
for the Collateral Trustee, segregated from other funds of such Grantor, and shall, forthwith upon
receipt by such Grantor, be turned over to the Collateral Trustee in the exact form received by
such Grantor (duly indorsed by such Grantor to the Collateral Trustee, if required) and held by the
Collateral Trustee in the Collateral Account. Any Cash Proceeds received by the Collateral Trustee
(whether from a Grantor or otherwise) may, in the sole discretion of the Collateral Trustee, (A) be
held by the Collateral Trustee for the ratable benefit of the Secured Parties, as collateral
security for the Secured Debt Obligations (whether matured or unmatured) and/or (B) then or at any
time thereafter may be applied by the Collateral Trustee against the Secured Debt Obligations then
due and owing.



     (b) If any Secured Debt Event of Default shall have occurred and be continuing, the
Collateral Trustee may apply the balance from any Deposit Account or instruct the bank at which
any Deposit Account is maintained to pay the balance of any Deposit Account to or for the
benefit of the Collateral Trustee.



     9.8 Gaming Laws. The exercise of rights and remedies by the Collateral Trustee hereunder shall be subject to
compliance with all applicable Gaming Laws. Each Grantor recognizes that with regard to any of the
Collateral constituting gaming devices, cashless



27









 




wagering systems or mobile gaming systems or
devices, as defined by the applicable Gaming Laws, the Collateral Trustee may require, as a
condition of sale, that any buyer be a licensed manufacturer or distributor under all applicable
Gaming Laws, at the time of its purchase of such Collateral, and such condition shall be deemed
commercially reasonable.




SECTION 10. COLLATERAL TRUSTEE.




     The Collateral Trustee has been appointed to act as Collateral Trustee hereunder by the
Secured Parties. The Collateral Trustee shall be obligated, and shall have the right hereunder, to
make demands, to give notices, to exercise or refrain from exercising any rights, and to take or
refrain from taking any action (including, without limitation, the release or substitution of
Collateral), solely in accordance with this Agreement and the other Secured Debt Documents. In
furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of
the benefits hereof, agrees that it shall have no right individually to realize upon any of the
Collateral hereunder, it being understood and agreed by such Secured Party that all rights and
remedies hereunder may be exercised solely by the Collateral Trustee for the benefit of Secured
Parties in accordance with the terms of this Section 10 and the Collateral Trust Agreement. The
provisions of the Collateral Trust Agreement relating to the Collateral Trustee including, without
limitation, the provisions relating to resignation or removal of the Collateral Trustee and the
rights, powers, duties and immunities of the Collateral Trustee are incorporated herein by this
reference and shall survive any termination of the Collateral Trust Agreement. For the avoidance
of doubt, the Collateral Trustee may exercise or perform all rights and duties under this Agreement
by or through agents or other representatives or designees. The Collateral Trustee shall not be
bound to take any action hereunder or exercise any of the rights or powers vested in it by this
Agreement, except as provided in this Agreement or the Collateral Trust Agreement.



SECTION 11. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.




     Subject to the Collateral Trust Agreement, this Agreement shall create a continuing security
interest in the Collateral and shall remain in full force and effect until the payment in full of
all Secured Debt Obligations, be binding upon each Grantor, its successors and assigns, and inure,
together with the rights and remedies of the Collateral Trustee hereunder, to the benefit of the
Collateral Trustee and its successors, transferees and assigns. Subject to the Collateral Trust
Agreement, upon the payment in full of all Secured Debt Obligations, the security interest granted
hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall
revert to the Grantors. Subject to the Collateral Trust Agreement, upon any such termination the
Collateral Trustee shall, at the Grantors’ expense, execute and deliver to the Grantors or
otherwise authorize the filing of such documents as Grantors shall reasonably request, including
financing statement amendments to evidence such termination. Subject to the Collateral Trust
Agreement, upon any disposition of property permitted by the Secured Debt Documents, the Liens
granted herein shall be deemed to be automatically released and such property shall automatically
revert to the applicable Grantor with no further action on the part of any Person. Subject to the
Collateral Trust Agreement, the Collateral Trustee shall, at the applicable Grantor’s
expense, execute and deliver or otherwise authorize the filing of such documents as such
Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral
Trustee, including financing statement amendments to evidence such release.



SECTION 12. STANDARD OF CARE; COLLATERAL TRUSTEE MAY PERFORM.




     The powers conferred on the Collateral Trustee hereunder are solely to protect its interest in
the Collateral and shall not impose any duty upon it to exercise any such powers. Except for



28









 




the
exercise of reasonable care in the custody of any Collateral in its possession and the accounting
for moneys actually received by it hereunder, the Collateral Trustee shall have no duty as to any
Collateral or as to the taking of any necessary steps to preserve rights against prior parties or
any other rights pertaining to any Collateral. The Collateral Trustee shall be deemed to have
exercised reasonable care in the custody and preservation of Collateral in its possession if such
Collateral is accorded treatment substantially equal to that which the Collateral Trustee accords
its own property. Neither the Collateral Trustee nor any of its directors, officers, employees or
agents shall be liable for failure to demand, collect or realize upon all or any part of the
Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise
dispose of any Collateral upon the request of any Grantor or otherwise. If any Grantor fails to
perform any agreement contained herein, the Collateral Trustee may itself perform, or cause
performance of, such agreement, and the expenses of the Collateral Trustee incurred in connection
therewith shall be payable by each Grantor pursuant to the Collateral Trust Agreement.




SECTION 13. MISCELLANEOUS.




     Any notice required or permitted to be given under this Agreement shall be given in accordance
with Section 7.6 of the Collateral Trust Agreement. No failure or delay on the part of the
Collateral Trustee in the exercise of any power, right or privilege hereunder or under any of the
Secured Debt Document shall impair such power, right or privilege or be construed to be a waiver of
any default or acquiescence therein, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other power, right or
privilege. All rights and remedies existing under this Agreement and the other Secured Debt
Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available. In
case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby. All covenants hereunder shall be given independent effect so that if
a particular action or condition is not permitted by any of such covenants, the fact that it would
be permitted by an exception to, or would otherwise be within the limitations of, another covenant
shall not avoid the occurrence of a Secured Debt Default or a Secured Debt Event of Default if such
action is taken or condition exists. This Agreement shall be binding upon and inure to the benefit
of the Collateral Trustee and Grantors and their respective successors and assigns. No Grantor
shall, without the prior written consent of the Collateral Trustee given in accordance with the
Collateral Trust Agreement, assign any right, duty or obligation hereunder. This Agreement, the
Collateral Trust Agreement and the other Secured Debt Documents embody the entire agreement and
understanding between the Grantors and the Collateral Trustee and supersede all prior agreements
and understandings between such parties relating to the subject matter hereof and thereof.
Accordingly, the Secured Debt Documents may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral
agreements between the parties.



     This Agreement may be executed in one or more counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be deemed an original,
but all such counterparts together shall constitute but one and the same instrument; signature
pages may be detached from multiple separate counterparts and attached to a single counterpart so
that all signature pages are physically attached to the same document.



     SUBJECT TO ANY APPLICABLE GAMING LAWS, THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND ALL



29









 




CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER
SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW
PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY
PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE
SECURITY INTEREST).




     THE PROVISIONS OF THE COLLATERAL TRUST AGREEMENT UNDER THE HEADINGS “CONSENT TO JURISDICTION”
AND “WAIVER OF JURY TRIAL” ARE INCORPORATED HEREIN BY THIS REFERENCE AND SUCH INCORPORATION SHALL
SURVIVE ANY TERMINATION OF THE COLLATERAL TRUST AGREEMENT.



[The remainder of this page is intentionally left blank.]





30











 





          IN WITNESS WHEREOF, each Grantor and the Collateral Trustee have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly authorized as of the date
first written above.




	 	 	 	 	 	 	 	 	 	 	 
	AMERICAN CASINO & ENTERTAINMENT	 	 	 	ACEP FINANCE CORP.,	 	 
	PROPERTIES LLC,	 	 	 	a Delaware corporation	 	 
	a Delaware limited liability company	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/S/ Jeffrey Fine
 

	 	 
	By:

	 	/S/ Jeffrey Fine
	 	 	 	 	 	Name: Jeffrey Fine	 	 
	 

	 	 

Name: Jeffrey Fine
	 	 
	 	 	 	Title: Authorized Signatory	 	 
	 

	 	Title: Authorized Signatory	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 
	STRATOSPHERE LLC,	 	 	 	STRATOSPHERE GAMING LLC,	 	 
	a Delaware limited liability company	 	 	 	a Nevada limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/S/ Jeffrey Fine
 

Name: Jeffrey Fine
	 	 
	 	By:
	 	/S/ Jeffrey Fine
 

Name: Jeffrey Fine
	 	 
	 

	 	Title: Authorized Signatory
	 	 	 	 	 	Title: Authorized Signatory	 	 






	 	 	 	 	 	 	 	 	 	 	 
	STRATOSPHERE LAND LLC,	 	 	 	AQUARIUS GAMING LLC,	 	 
	a Delaware limited liability company	 	 	 	a Nevada limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/S/ Jeffrey Fine
 

	 	 
	 	By:
	 	/S/ Jeffrey Fine
 

	 	 
	 

	 	Name: Jeffrey Fine
	 	 	 	 	 	Name: Jeffrey Fine	 	 
	 

	 	Title: Authorized Signatory
	 	 	 	 	 	Title: Authorized Signatory	 	 






	 	 	 	 	 	 	 	 	 	 	 
	CHARLIE’S HOLDING LLC,	 	 	 	ARIZONA CHARLIE’S, LLC,	 	 
	a Delaware limited liability company	 	 	 	a Nevada limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/S/ Jeffrey Fine
 

	 	 	 	By:
	 	/S/ Jeffrey Fine
 

	 	 
	 

	 	Name: Jeffrey Fine
	 	 	 	 	 	Name: Jeffrey Fine	 	 
	 

	 	Title: Authorized Signatory
	 	 	 	 	 	Title: Authorized Signatory	 	 






	 	 	 	 	 	 	 	 	 	 	 
	FRESCA, LLC,	 	 	 	STRATOSPHERE DEVELOPMENT, LLC,	 	 
	a Nevada limited liability company	 	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/S/ Jeffrey Fine
 

Name: Jeffrey Fine
	 	 	 	By:
	 	/S/ Jeffrey Fine
 

Name: Jeffrey Fine
	 	 
	 

	 	Title: Authorized Signatory
	 	 	 	 	 	Title: Authorized Signatory	 	 






	 	 	 	 	 	 	 	 	 	 	 
	STRATOSPHERE LEASING, LLC,	 	 	 	STRATOSPHERE
ADVERTISING AGENCY LLC,	 	 
	a Delaware limited liability company	 	 	 	a Delaware limited liability company	 	 
	 	 	 	 	 	 		 	 
	By:

	 	/S/ Jeffrey Fine	 	 	 	By:
	 	/S/ Jeffrey Fine	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Name: Jeffrey Fine

Title: Authorized Signatory
	 	 	 	 	 	Name: Jeffrey Fine
Title: Authorized Signatory
	 	 






Pledge and Security Agreement




 









 










	 	 	 	 	 	 	 	 	 	 	 
	W2007 ACEP FIRST MEZZANINE	 	 	 	W2007 ACEP FIRST MEZZANINE A	 	 
	A GEN-PAR, L.L.C.,	 	 	 	BORROWER, L.P.,	 	 
	a Delaware limited liability company	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/S/ Jeffrey Fine
 

Name: Jeffrey Fine
	 	 	 	 	 	 	 	 
	 

	 	Title: Authorized Signatory
	 	 	 	By:
	 	W2007 ACEP First Mezzanine A	 	 
	 	 	 	 	 	 	Gen-Par, L.L.C., a Delaware limited liability	 	 
	 	 	 	 	 	 	company, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/S/ Jeffrey Fine
 

Name: Jeffrey Fine
	 	 
	 

	 	 	 	 	 	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	W2007 ACEP FIRST MEZZANINE	 	 	 	W2007 ACEP FIRST MEZZANINE B	 	 
	B GEN-PAR, L.L.C.,	 	 	 	BORROWER, L.P.,	 	 
	a Delaware limited liability company	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	a Delaware limited partnership
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/S/ Jeffrey Fine	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Name: Jeffrey Fine	 	 	 	 	 	 	 	 
	 

	 	Title: Authorized Signatory
	 	 	 	By:
	 	W2007 ACEP First Mezzanine B	 	 
	 

	 	 	 	 	 	 	 	Gen-Par, L.L.C., a Delaware limited	 	 
	 	 	 	 	 	 	 	 	liability company, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/S/ Jeffrey Fine
 

Name: Jeffrey Fine
	 	 
	 

	 	 	 	 	 	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	W2007 STRATOSPHERE GEN-PAR, L.L.C.,	 	 	 	W2007 STRATOSPHERE PROPCO, L.P.,	 	 
	 	 	 	 	 	 	a Delaware limited partnership	 	 
	a Delaware limited liability company	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	W2007 Stratosphere Gen-Par, L.L.C.,	 	 
	 

	 	 	 	 	 	 	 	a Delaware limited liability company,	 	 
	 

	 	 	 	 	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/S/ Jeffrey Fine
 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Jeffrey Fine

Title: Authorized Signatory
	 	 	 	By:
	 	 /S/ Jeffrey Fine
 

Name: Jeffrey Fine
Title: Authorized Signatory
	 	 






Pledge and Security Agreement





 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 STRATOSPHERE LAND	 	 	 	W2007 STRATOSPHERE LAND PROPCO, L.P.,	 	 
	GEN-PAR, L.L.C.,	 	 	 	a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	a Delaware limited liability company	 	 	 	By:	 	W2007 Stratosphere Land Gen-Par,	 	 
	 	 	 	 	 	 	 	 	L.L.C., a Delaware limited liability	 	 
	 	 	 	 	 	 	 	 	company, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/S/ Jeffrey Fine
 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Name: Jeffrey Fine
	 	 	 	 	 	By:
	 	/S/ Jeffrey Fine	 	 
	 

	 	Title: Authorized Signatory
	 	 	 	 	 	 	 	 

Name: Jeffrey Fine
	 	 
	 

	 	 	 	 	 	 	 	 	 	Title: Authorized Signatory	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 AQUARIUS GEN-PAR, L.L.C.,	 	 	 	W2007 AQUARIUS PROPCO, L.P.,	 	 
	a Delaware limited liability company	 	 	 	a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/S/ Jeffrey Fine	 	 	 	By:	 	W2007 Aquarius Gen-Par, L.L.C.,	 	 
	 

	 	Name: Jeffrey Fine


	 	 	 	 	 	a Delaware limited liability company,	 	 
	 	 	Title: Authorized Signatory	 	 	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	/S/ Jeffrey Fine
 

Name: Jeffrey Fine
	 	 
	 

	 	 	 	 	 	 	 	 	 	Title: Authorized Signatory	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 ARIZONA
CHARLIE’S GEN-PAR, L.L.C.,	 	 	 	W2007 ARIZONA
CHARLIE’S PROPCO, L.P.,	 	 
	a Delaware limited liability company	 	 	 	a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/S/ Jeffrey Fine	 	 	 	By:	 	W2007 Arizona Charlie’s Gen-Par, 	 	 
	 

	 	Name: Jeffrey Fine


	 	 	 	 	 	L.L.C.,a Delaware limited liability	 	 
	 	 	Title: Authorized Signatory	 	 	 	 	 	company, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	/S/ Jeffrey Fine
 

Name: Jeffrey Fine
	 	 
	 

	 	 	 	 	 	 	 	 	 	Title: Authorized Signatory	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 FRESCA GEN-PAR, L.L.C.,	 	 	 	W2007 FRESCA PROPCO, L.P.,
	a Delaware limited liability company	 	 	 	a Delaware limited partnership
	 
	 	 	 	 	 	 	 	 	 	 
	
By:

	 	/S/ Jeffrey Fine
 

Name: Jeffrey Fine
	 	 
	 	

By:
	 	W2007 Fresca Gen-Par, L.L.C.,

a Delaware limited liability company,	 	 
	 

	 	Title: Authorized Signatory
	 	 	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/S/ Jeffrey Fine
 

Name: Jeffrey Fine
	 	 
	 

	 	 	 	 	 	 	 	Title: Authorized Signatory	 	 






Pledge and Security Agreement




 









 








	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,

as Collateral Trustee

 	 
	 	By:  	         /S/ Anthony Bausa
 	 
	 	 	Name:  	Anthony Bausa 	 
	 	 	Title:  	Senior Associate 	 
	 



Pledge and Security Agreement





 









 








SCHEDULE 5.1

TO PLEDGE AND SECURITY AGREEMENT




GENERAL INFORMATION





	(A)	 	Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive
Office/Sole Place of Business (or Residence if Grantor is a Natural Person) and Organizational
Identification Number of each Grantor:





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Chief Executive	 	 
	 	 	 	 	 	 	Office/Sole Place of	 	 
	 	 	 	 	 	 	Business (or	 	 
	Full Legal	 	Type of	 	Jurisdiction of	 	Residence if Grantor	 	 
	Name	 	Organization	 	Organization	 	is a Natural Person)	 	Organization I.D.#
	American Casino &
	 	Limited liability	 	DE	 	2000 Las Vegas	 	 
	Entertainment
	 	company	 	 	 	Boulevard South,	 	 
	Properties LLC
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	ACEP Finance Corp.
	 	Corporation	 	DE	 	2000 Las Vegas	 	 
	 
	 	 	 	 	 	Boulevard South,	 	 
	 
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	Aquarius Gaming LLC
	 	Limited liability	 	NV	 	2000 Las Vegas	 	 
	 
	 	company	 	 	 	Boulevard South,	 	 
	 
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	Arizona Charlie’s,
	 	Limited liability	 	NV	 	2000 Las Vegas	 	 
	LLC
	 	company	 	 	 	Boulevard South,	 	 
	 
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	Charlie’s Holding
	 	Limited liability	 	DE	 	2000 Las Vegas	 	 
	LLC
	 	company	 	 	 	Boulevard South,	 	 
	 
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	Fresca, LLC
	 	Limited liability	 	NV	 	2000 Las Vegas	 	 
	 
	 	company	 	 	 	Boulevard South,	 	 
	 
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	Stratosphere
	 	Limited liability	 	DE	 	2000 Las Vegas	 	 
	Advertising Agency
	 	company	 	 	 	Boulevard South,	 	 
	LLC
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	Stratosphere
	 	Limited liability	 	DE	 	2000 Las Vegas	 	 
	Development, LLC
	 	company	 	 	 	Boulevard South,	 	 
	 
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	Stratosphere Gaming
	 	Limited liability	 	NV	 	2000 Las Vegas	 	 
	LLC
	 	company	 	 	 	Boulevard South,	 	 
	 
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 




SCHEDULE 5.1-1





 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Chief Executive	 	 
	 	 	 	 	 	 	Office/Sole Place of	 	 
	 	 	 	 	 	 	Business (or	 	 
	Full Legal	 	Type of	 	Jurisdiction of	 	Residence if Grantor	 	 
	Name	 	Organization	 	Organization	 	is a Natural Person)	 	Organization I.D.#
	Stratosphere Land
	 	Limited liability	 	DE	 	2000 Las Vegas	 	 
	LLC
	 	company	 	 	 	Boulevard South,	 	 
	 
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	Stratosphere
	 	Limited liability	 	DE	 	2000 Las Vegas	 	 
	Leasing, LLC
	 	company	 	 	 	Boulevard South,	 	 
	 
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	Stratosphere LLC
	 	Limited liability	 	DE	 	2000 Las Vegas	 	 
	 
	 	company	 	 	 	Boulevard South,	 	 
	 
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	W2007 ACEP First
	 	Limited partnership	 	DE	 	2000 Las Vegas	 	 
	Mezzanine A
	 	 	 	 	 	Boulevard South,	 	 
	Borrower, L.P.
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	W2007 ACEP First
	 	Limited liability	 	DE	 	2000 Las Vegas	 	 
	Mezzanine A
	 	company	 	 	 	Boulevard South,	 	 
	Gen-Par, L.L.C.
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	W2007 ACEP First
	 	Limited partnership	 	DE	 	2000 Las Vegas	 	 
	Mezzanine B
	 	 	 	 	 	Boulevard South,	 	 
	Borrower, L.P.
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	W2007 ACEP First
	 	Limited liability	 	DE	 	2000 Las Vegas	 	 
	Mezzanine B
	 	company	 	 	 	Boulevard South,	 	 
	Gen-Par, L.L.C.
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	W2007 Aquarius
	 	Limited liability	 	DE	 	2000 Las Vegas	 	 
	Gen-Par, L.L.C.
	 	company	 	 	 	Boulevard South,	 	 
	 
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	W2007 Aquarius
	 	Limited partnership	 	DE	 	2000 Las Vegas	 	 
	Propco, L.P.
	 	 	 	 	 	Boulevard South,	 	 
	 
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	W2007 Arizona
	 	Limited liability	 	DE	 	2000 Las Vegas	 	 
	Charlie’s Gen-Par,
	 	company	 	 	 	Boulevard South,	 	 
	L.L.C.
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 





SCHEDULE 5.1-2





 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Chief Executive	 	 
	 	 	 	 	 	 	Office/Sole Place of	 	 
	 	 	 	 	 	 	Business (or	 	 
	Full Legal	 	Type of	 	Jurisdiction of	 	Residence if Grantor	 	 
	Name	 	Organization	 	Organization	 	is a Natural Person)	 	Organization I.D.#
	W2007 Arizona
	 	Limited partnership	 	DE	 	2000 Las Vegas	 	 
	Charlie’s Propco, L.P.
	 	 	 	 	 	Boulevard South,	 	 
	 
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	W2007 Fresca
	 	Limited liability	 	DE	 	2000 Las Vegas	 	 
	Gen-Par, L.L.C.
	 	company	 	 	 	Boulevard South,	 	 
	 
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	W2007 Fresca
	 	Limited partnership	 	DE	 	2000 Las Vegas	 	 
	Propco, L.P.
	 	 	 	 	 	Boulevard South,	 	 
	 
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	W2007 Stratosphere
	 	Limited liability	 	DE	 	2000 Las Vegas	 	 
	Gen-Par, L.L.C.
	 	company	 	 	 	Boulevard South,	 	 
	 
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	W2007 Stratosphere
	 	Limited liability	 	DE	 	2000 Las Vegas	 	 
	Land
Gen-Par, L.L.C.
	 	company	 	 	 	Boulevard South,	 	 
	 
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	W2007 Stratosphere
	 	Limited partnership	 	DE	 	2000 Las Vegas	 	 
	Land Propco, L.P.
	 	 	 	 	 	Boulevard South,	 	 
	 
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 
	 
	 	 	 	 	 	 	 	 
	W2007 Stratosphere
	 	Limited partnership	 	DE	 	2000 Las Vegas	 	 
	Propco, L.P.
	 	 	 	 	 	Boulevard South,	 	 
	 
	 	 	 	 	 	Las Vegas, Nevada	 	 
	 
	 	 	 	 	 	89104	 	 







	(B)	 	Other Names (including any Trade Name or Fictitious Business Name) under which each Grantor
currently conducts business:





	 	 	 
	Full Legal Name	 	Trade Name or Fictitious Business Name
	Aquarius Gaming LLC

	 	Aquarius Casino Resort
	 
	 	 
	Arizona Charlie’s, LLC

	 	Arizona Charlie’s Hotel & Casino; Arizona Charlie’s Decatur
	 
	 	 
	Fresca, LLC

	 	Arizona Charlie’s Boulder; Arizona Charlie’s East
	 
	 	 
	Stratosphere Gaming LLC

	 	Stratosphere Tower Casino & Hotel; Stratosphere Corporation






SCHEDULE 5.1-3





 











 






	(C)	 	Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of
Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure
within past two (2) years:





	 	 	 	 	 
	Grantor	 	Date of Change	 	Description of Change
	American Casino & Entertainment Properties LLC

	 	July 29, 2009
	 	ACEP Finance Corp., a
Delaware corporation,
was formed as a
wholly-owned
subsidiary of
American Casino &
Entertainment
Properties LLC.
	 
	 	 	 	 
	W2007 ACEP First Mezzanine
A Borrower, L.P.

	 	June 25, 2009
	 	W2007 ACEP Second
Mezzanine A Borrower,
L.P., W2007 ACEP
Third Mezzanine A
Borrower, L.P., W2007
ACEP Fourth Mezzanine
A Borrower, L.P.,
W2007 ACEP Fifth
Mezzanine A Borrower,
L.P., W2007 ACEP
Sixth Mezzanine A
Borrower, L.P.; W2007
ACEP Seventh
Mezzanine A Borrower,
L.P., W2007 ACEP
Eighth Mezzanine A
Borrower, L.P. and
W2007 ACEP Ninth
Mezzanine A Borrower,
L.P. merged with and
into W2007 ACEP First
Mezzanine A Borrower,
L.P.
	 
	 	 	 	 
	W2007 ACEP First Mezzanine
A Gen-Par, L.L.C.

	 	June 25, 2009
	 	W2007 ACEP Second
Mezzanine A Gen-Par,
L.L.C., W2007 ACEP
Third Mezzanine A
Gen-Par, L.L.C.,
W2007 ACEP Fourth
Mezzanine A Gen-Par,
L.L.C., W2007 ACEP
Fifth Mezzanine A
Gen-Par, L.L.C.,
W2007 ACEP Sixth
Mezzanine A Gen-Par,
L.L.C., W2007 ACEP
Seventh Mezzanine A
Gen-Par, L.L.C.,
W2007 ACEP Eighth
Mezzanine A Gen-Par,
L.L.C. and W2007 ACEP
Ninth Mezzanine A
Gen-Par, L.L.C.
merged with and into
W2007 ACEP First
Mezzanine A Gen-Par,
L.L.C.
	 
	 	 	 	 
	W2007 ACEP First Mezzanine
B Borrower, L.P.

	 	June 25, 2009
	 	W2007 ACEP Second
Mezzanine B Borrower,
L.P., W2007 ACEP
Third Mezzanine B
Borrower, L.P., W2007
ACEP Fourth Mezzanine
B Borrower, L.P.,
W2007 ACEP Fifth
Mezzanine B Borrower,
L.P., W2007 ACEP
Sixth Mezzanine B
Borrower, L.P., W2007
ACEP Seventh
Mezzanine B Borrower,
L.P., W2007 ACEP
Eighth Mezzanine B
Borrower, L.P. and
W2007 ACEP Ninth
Mezzanine B Borrower,
L.P. merged with and
into W2007 ACEP First
Mezzanine B Borrower,
L.P.
	 
	 	 	 	 
	W2007 ACEP First Mezzanine
B Gen-Par, L.L.C.

	 	June 25, 2009
	 	W2007 ACEP Second
Mezzanine B Gen-Par,
L.L.C., W2007 ACEP
Third Mezzanine B
Gen-Par, L.L.C.,
W2007 ACEP Fourth
Mezzanine B Gen-Par,
L.L.C., W2007 ACEP
Fifth Mezzanine B
Gen-Par, L.L.C.,
W2007 ACEP Sixth
Mezzanine B Gen-Par,
L.L.C.,






SCHEDULE 5.1-4 









 






	 	 	 	 	 
	Grantor	 	Date of Change	 	Description of Change
	 

	 	 	 	W2007 ACEP
Seventh Mezzanine B
Gen-Par, L.L.C.,
W2007 ACEP Eighth
Mezzanine B Gen-Par,
L.L.C. and W2007 ACEP
Ninth Mezzanine B
Gen-Par, L.L.C.
merged with and into
W2007 ACEP First
Mezzanine B Gen-Par,
L.L.C.
	 
	 	 	 	 
	W2007 Stratosphere Land
Propco, L.P.

	 	February 20, 2008
	 	W2007 Stratosphere
Land Propco, L.L.C.,
a Delaware limited
liability company,
converted into a
Delaware limited
partnership, changing
its name to W2007
Stratosphere Land
Propco, L.P.
	 
	 	 	 	 
	 

	 	February 19, 2008
	 	Equity VII, LLC, a
Delaware limited
liability company,
merged with and into
W2007 Stratosphere
Land Propco, L.L.C.,
a Delaware limited
liability company; 90
West Oakey, LLC, a
Delaware limited
liability company,
merged with and into
90 West Oakey
Holdings, LLC, a
Delaware limited
liability company;
and 90 West Oakey
Holdings, LLC, a
Delaware limited
liability company,
merged with and into
W2007 Stratosphere
Land Propco, L.L.C.,
a Delaware limited
liability company.
	 
	 	 	 	 
	W2007 Stratosphere Propco,
L.P.

	 	February 20, 2008
	 	W2007 Stratosphere
Propco, L.L.C., a
Delaware limited
liability company,
converted into a
Delaware limited
partnership, changing
its name to W2007
Stratosphere Propco,
L.P.
	 
	 	 	 	 
	W2007 Aquarius Propco, L.P.

	 	February 20, 2008
	 	W2007 Aquarius
Propco, L.L.C., a
Delaware limited
liability company,
converted into a
Delaware limited
partnership, changing
its name to W2007
Aquarius Propco, L.P.
	 
	 	 	 	 
	W2007 Arizona Charlie’s
Propco, L.P.

	 	February 20, 2008
	 	W2007 Arizona
Charlie’s Propco,
L.L.C., a Delaware
limited liability
company, converted
into a Delaware
limited partnership,
changing its name to
W2007 Arizona
Charlie’s Propco,
L.P.
	 
	 	 	 	 
	W2007 Fresca Propco, L.P.

	 	February 20, 2008
	 	W2007 Fresca Propco,
L.L.C., a Delaware
limited liability
company, converted
into a Delaware
limited partnership,
changing its name to
W2007 Fresca Propco,
L.P.
	 
	 	 	 	 
	Stratosphere Gaming LLC

	 	February 12, 2008
	 	Stratosphere Gaming
Corp., a Nevada
corporation,
converted into a
Nevada limited
liability company,
changing its name to
Stratosphere Gaming
LLC
	 
	 	 	 	 
	Aquarius Gaming LLC

	 	February 12, 2008
	 	AREP Laughlin
Corporation, a
Delaware corporation,
converted into a
Nevada limited
liability company,
changing its name to
Aquarius Gaming LLC






SCHEDULE 5.1-5 









 






	 	 	 	 	 
	Grantor	 	Date of Change	 	Description of Change
	Stratosphere Land LLC

	 	February 12, 2008
	 	Stratosphere Land
Corporation, a Nevada
corporation,
converted into a
Delaware limited
liability company,
changing its name to
Stratosphere Land LLC
	 
	 	 	 	 
	 

	 	August 30, 2007
	 	Chicago Avenue LV
Holdings LLC, LV
Acquisitions LLC,
Pittsfield Associates
LLC and 129-133 WCA
LLC, each a Delaware
limited liability
company, merged with
and into Stratosphere
Land Corporation, a
Nevada corporation
	 
	 	 	 	 
	Stratosphere LLC

	 	February 12, 2008
	 	Stratosphere
Corporation, a
Delaware corporation,
converted into a
Delaware limited
liability company,
changing its name to
Stratosphere LLC
	 
	 	 	 	 
	Stratosphere Advertising Agency LLC

	 	February 12, 2008
	 	Stratosphere
Advertising Agency, a
Nevada corporation,
converted into a
Delaware limited
liability company,
changing its name to
Stratosphere
Advertising Agency
LLC







	(D)	 	Agreements pursuant to which any Grantor is bound as debtor within past two (2) years:





	 	 	 
	Grantor	 	Description of Agreement
	None.
	 	 







SCHEDULE 5.1-6 









 







SCHEDULE 5.2

TO PLEDGE AND SECURITY AGREEMENT




COLLATERAL IDENTIFICATION




I. INVESTMENT RELATED PROPERTY




Pledged Debt:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Principal Amount of	 	 	 
	Grantor	 	Issuer	 	Instrument	 	 	Maturity Date
	American Casino & Entertainment Properties LLC
	 	Wells Fargo (Workers Comp CD; non pledgeable)	 	$	886,000	 	 	April 22, 2010
	Stratosphere Gaming LLC
	 	Wells Fargo (Sales & Use Tax – CD; non pledgeable)	 	$	560,000	 	 	October 30, 2009
	Aquarius Gaming LLC
	 	Wells Fargo (NV Sales & Use Tax CD; non pledgeable)	 	$	400,000	 	 	May 4, 2010
	Fresca, LLC
	 	US Bank (State of Nevada Dept of Taxation – CD; non pledgeable)	 	$	11,219.38	 	 	September 28, 2009






Securities Account:




	 	 	 	 	 	 	 
	 	 	Share of Securities	 	 	 	 
	Grantor	 	Intermediary	 	Account Number	 	Account Name
	None.
	 	 	 	 	 	 






Deposit Accounts:




	 	 	 	 	 	 	 	 	 
	 	 	Name of Depositary	 	 	 	 
	Grantor	 	Bank	 	Account Number	 	Account Name
	American Casino & Entertainment Properties LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Restricted Concentration
	 
	 	 	 	 	 	 	 	 
	American Casino & Entertainment Properties LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Master General Operating
	 
	 	 	 	 	 	 	 	 
	American Casino &
Entertainment Properties
LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Cash Managed Loan Acct.






SCHEDULE 5.2-1 









 






	 	 	 	 	 	 	 	 	 
	 	 	Name of Depositary	 	 	 	 
	Grantor	 	Bank	 	Account Number	 	Account Name
	American Casino &
Entertainment Properties
LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Tax and Insurance Reserve
	 
	 	 	 	 	 	 	 	 
	American Casino & Entertainment Properties LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	General Operating
	 
	 	 	 	 	 	 	 	 
	American Casino & Entertainment Properties LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Payroll
	 
	 	 	 	 	 	 	 	 
	Stratosphere Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	General Operating
	 
	 	 	 	 	 	 	 	 
	Stratosphere Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Accounts Payable
	 
	 	 	 	 	 	 	 	 
	Stratosphere Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Payroll
	 
	 	 	 	 	 	 	 	 
	Stratosphere Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Workers Comp
	 
	 	 	 	 	 	 	 	 
	Stratosphere Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Cage /Jackpot
	 
	 	 	 	 	 	 	 	 
	Stratosphere Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Pari-Mutual
	 
	 	 	 	 	 	 	 	 
	Stratosphere Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Dealers Tips (non pledgeable)
	 
	 	 	 	 	 	 	 	 
	Stratosphere Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Visa/Mastercard
	 
	 	 	 	 	 	 	 	 
	Stratosphere Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	American Express
	 
	 	 	 	 	 	 	 	 
	Stratosphere Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Discover
	 
	 	 	 	 	 	 	 	 
	Stratosphere Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Debit Cards
	 
	 	 	 	 	 	 	 	 
	Stratosphere Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Starbucks Gift Cards
	 
	 	 	 	 	 	 	 	 
	Stratosphere Leasing, LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Leasing — General Oper






SCHEDULE 5.2-2 









 






	 	 	 	 	 	 	 	 	 
	 	 	Name of Depositary	 	 	 	 
	Grantor	 	Bank	 	Account Number	 	Account Name
	Aquarius Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	General Operating
	 
	 	 	 	 	 	 	 	 
	Aquarius Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Payroll
	 
	 	 	 	 	 	 	 	 
	Aquarius Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Workers Comp
	 
	 	 	 	 	 	 	 	 
	Aquarius Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Cage / Jackpot
	 
	 	 	 	 	 	 	 	 
	Aquarius Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Pari-Mutual
	 
	 	 	 	 	 	 	 	 
	Aquarius Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Dealer Tips (non pledgeable)
	 
	 	 	 	 	 	 	 	 
	Aquarius Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Visa/Mastercard
	 
	 	 	 	 	 	 	 	 
	Aquarius Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	American Express
	 
	 	 	 	 	 	 	 	 
	Aquarius Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Discover
	 
	 	 	 	 	 	 	 	 
	Aquarius Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Debit Cards
	 
	 	 	 	 	 	 	 	 
	Aquarius Gaming LLC

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Starbucks Gift Cards
	 
	 	 	 	 	 	 	 	 
	Arizona Charlie’s, LLC
(Decatur)

	 	WELLS FARGO BANK,
N.A.
	 	 	 	General Operating
	 
	 	 	 	 	 	 	 	 
	Arizona Charlie’s, LLC
(Decatur)

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Payroll
	 
	 	 	 	 	 	 	 	 
	Arizona Charlie’s, LLC
(Decatur)

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Workers Comp
	 
	 	 	 	 	 	 	 	 
	Arizona Charlie’s, LLC
(Decatur)

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Cage Acct
	 
	 	 	 	 	 	 	 	 
	Arizona Charlie’s, LLC
(Decatur)

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Pari-Mutual
	 
	 	 	 	 	 	 	 	 
	Arizona Charlie’s, LLC
(Decatur)

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Dealers Tokes (non pledgeable)
	 
	 	 	 	 	 	 	 	 
	Arizona Charlie’s, LLC
(Decatur)

	 	WELLS FARGO BANK,
N.A.
	 	 	 	Visa/Mastercard






SCHEDULE 5.2-3 









 






	 	 	 	 	 	 	 	 	 
	 	 	Name of Depositary	 	 	 	 
	Grantor	 	Bank	 	 	Account Number	 	Account Name
	Arizona Charlie’s, LLC
(Decatur)

	 	WELLS FARGO BANK,
N.A.
	 	 	 	 	 	American Express
	 
	 	 	 	 	 	 	 	 
	Arizona Charlie’s, LLC
(Decatur)

	 	WELLS FARGO BANK,
N.A.
	 	 	 	 	 	Diners/Discover
	 
	 	 	 	 	 	 	 	 
	Arizona Charlie’s, LLC
(Decatur)

	 	WELLS FARGO BANK,
N.A.
	 	 	 	 	 	Debit Cards
	 
	 	 	 	 	 	 	 	 
	Fresca, LLC (dba Arizona
Charlie’s East)

	 	WELLS FARGO BANK,
N.A.
	 	 	 	 	 	General Operating
	 
	 	 	 	 	 	 	 	 
	Fresca, LLC (dba Arizona
Charlie’s East)

	 	WELLS FARGO BANK,
N.A.
	 	 	 	 	 	Payroll
	 
	 	 	 	 	 	 	 	 
	Fresca, LLC (dba Arizona
Charlie’s East)

	 	WELLS FARGO BANK,
N.A.
	 	 	 	 	 	Workers Comp
	 
	 	 	 	 	 	 	 	 
	Fresca, LLC (dba Arizona
Charlie’s East)

	 	WELLS FARGO BANK,
N.A.
	 	 	 	 	 	Cage / Jackpot
	 
	 	 	 	 	 	 	 	 
	Fresca, LLC (dba Arizona
Charlie’s East)

	 	WELLS FARGO BANK,
N.A.
	 	 	 	 	 	Pari-Mutual
	 
	 	 	 	 	 	 	 	 
	Fresca, LLC (dba Arizona
Charlie’s East)

	 	WELLS FARGO BANK,
N.A.
	 	 	 	 	 	Dealer Tips (non pledgeable)
	 
	 	 	 	 	 	 	 	 
	Fresca, LLC (dba Arizona
Charlie’s East)

	 	WELLS FARGO BANK,
N.A.
	 	 	 	 	 	Visa/Mastercard
	 
	 	 	 	 	 	 	 	 
	Fresca, LLC (dba Arizona
Charlie’s East)

	 	WELLS FARGO BANK,
N.A.
	 	 	 	 	 	American Express
	 
	 	 	 	 	 	 	 	 
	Fresca, LLC (dba Arizona
Charlie’s East)

	 	WELLS FARGO BANK,
N.A.
	 	 	 	 	 	Diners/Discover
	 
	 	 	 	 	 	 	 	 
	Fresca, LLC (dba Arizona
Charlie’s East)

	 	WELLS FARGO BANK,
N.A.
	 	 	 	 	 	Debit Cards
	 
	 	 	 	 	 	 	 	 
	Stratosphere Gaming LLC

	 	Bank of America –
Commercial Banking
	 	 	 	 	 	Systems Failure related
to Pari-Mutual Wagering
(non pledgeable)
	 
	 	 	 	 	 	 	 	 
	Arizona Charlie’s, LLC
(Decatur)

	 	Bank of America –
Commercial Banking
	 	 	 	 	 	Systems Failure related
to Pari-Mutual Wagering
(non pledgeable)
	 
	 	 	 	 	 	 	 	 
	Fresca, LLC (dba Arizona
Charlie’s East)

	 	Bank of America –
Commercial Banking
	 	 	 	 	 	Systems Failure related
to Pari-Mutual Wagering
(non pledgeable)
	 
	 	 	 	 	 	 	 	 
	Aquarius Gaming LLC (dba Aquarius Casino Resort)

	 	Bank of America –
Commercial Banking
	 	 	 	 	 	Systems Failure related
to Pari-Mutual Wagering
(non pledgeable)






SCHEDULE 5.2-4 









 






	 	 	 	 	 	 	 	 	 
	 	 	Name of Depositary	 	 	 	 
	Grantor	 	Bank	 	 	Account Number	 	Account Name
	W2007 Aquarius Propco,
L.P.

	 	Bank of America –
LaSalle Global
Trust Services
	 	 	 	 	 	Reserves (account to be
terminated upon closing
of the transaction or
shortly thereafter)






Commodity Contracts and Commodities Accounts:




	 	 	 	 	 	 	 
	 	 	Name of Commodities	 	 	 	 
	Grantor	 	Intermediary	 	Account Number	 	Account Name
	None.
	 	 	 	 	 	 






II. INTELLECTUAL PROPERTY





	(A)	 	Copyrights





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Filing
	 	 	 	 	 	 	Application/Registration	 	Date/Issued
	Grantor	 	Jurisdiction	 	Title of Work	 	Number (if any)	 	Date
	W2007 Arizona
Charlie’s Propco,
L.P.

	 	United States
	 	Barbingo.
	 	TXu-509-358
	 	March 19, 1992
	 
	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	United States
	 	High roller at Stratosphere.
	 	VAu-346-861
	 	November 16, 1995
	 
	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	United States
	 	Stratosphere Las Vegas.
	 	VAu-331-697
	 	September 14, 1995
	 
	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	United States
	 	Stratosphere.
	 	VAu-349-552
	 	November 6, 1995







	(B)	 	Material Copyright Licenses





	 	 	 	 	 	 	 
	 	 	 	 	Registration Number (if	 	 
	 	 	Description of Copyright	 	any) of underlying	 	 
	Grantor	 	License	 	Copyright	 	Name of Licensor
	None.
	 	 	 	 	 	 







	(C)	 	Patents





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Patent	 	 
	 	 	 	 	 	 	Number/(Application	 	Issue Date/(Filing
	Grantor	 	Jurisdiction	 	Title of Patent	 	Number)	 	Date)
	None.
	 	 	 	 	 	 	 	 







	(D)	 	Material Patent Licenses





SCHEDULE 5.2-5 









 





	 	 	 	 	 	 	 
	 	 	Description of Patent	 	Patent Number of	 	 
	Grantor	 	License	 	underlying Patent	 	Name of Licensor
	None.
	 	 	 	 	 	 







	(E)	 	Trademarks





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Registration	 	 	 	Registration
	 	 	 	 	 	 	Application	 	 	Number/(Serial	 	Application	 	Date/(Filing
	Grantor	 	Jurisdiction	 	Trademark	 	Number	 	 	Number)	 	Date	 	Date)
	W2007 Stratosphere
Propco, L.P.

	 	Nevada
	 	A WORLD ABOVE THE REST
	 	 	 	 	SM00290284
	 	 	 	8/8/96
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Aquarius
Propco, L.P.

	 	United States of
America
	 	AQUARIUS - 18
	 	78/840501
	 	 	3290626	 	 	3/17/06
	 	9/11/07
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aquarius Gaming LLC

	 	United States of
America
	 	AQUARIUS - 35
	 	78/840494
	 	 	3446781	 	 	3/17/06
	 	6/10/08
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aquarius Gaming LLC

	 	United States of
America
	 	AQUARIUS - 41
	 	78/840491
	 	 	3433077	 	 	3/17/06
	 	5/20/08
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Aquarius
Propco, L.P.

	 	United States of
America
	 	AQUARIUS - 43
	 	78/840469
	 	 	3345860	 	 	3/17/06
	 	11/27/07
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Aquarius
Propco, L.P.

	 	United States of
America
	 	AQUARIUS - 43
	 	78/840488
	 	 	3345861	 	 	3/17/06
	 	11/27/07
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aquarius Gaming LLC

	 	United States of
America
	 	AQUARIUS - 44
	 	78/840487
	 	 	 	 	 	3/17/06	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Aquarius
Propco, L.P.

	 	United States of
America
	 	AQUARIUS - 6
	 	78/840511
	 	 	3290627	 	 	3/17/06
	 	9/11/07
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Aquarius
Propco, L.P.

	 	United States of
America
	 	AQUARIUS & Design - 41
	 	78/840473
	 	 	3353991	 	 	3/17/06
	 	12/11/07
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Aquarius
Propco, L.P.

	 	United States of
America
	 	AQUARIUS & Design - 43
	 	78/840475
	 	 	3353992	 	 	3/17/06
	 	12/11/07
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aquarius Gaming LLC

	 	United States of
America
	 	AQUARIUS, CASINO,
HOTEL & Design - 41
	 	78/840480
	 	 	 	 	 	3/17/06	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aquarius Gaming LLC

	 	United States of
America
	 	AQUARIUS, CASINO,
HOTEL & Design - 43
	 	78/840482
	 	 	 	 	 	3/17/06	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Arizona
Charlie’s Propco,
L.P.

	 	Nevada
	 	ARIZONA CHARLIE’S
INC.
	 	 	 	 	TN00210524
	 	 	 	1/21/98






SCHEDULE 5.2-6 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Registration	 	 	 	Registration
	 	 	 	 	 	 	Application	 	 	Number/(Serial	 	Application	 	Date/(Filing
	Grantor	 	Jurisdiction	 	Trademark	 	Number	 	 	Number)	 	Date	 	Date)
	W2007 Stratosphere
Propco, L.P.

	 	United States of
America
	 	BIG SHOT
	 	75/145568
	 	 	2212111	 	 	8/5/96
	 	12/22/98
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	Nevada
	 	BIG SHOT
	 	 	 	 	SM00290282
	 	 	 	8/8/96
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Arizona
Charlie’s Propco,
L.P.

	 	Nevada
	 	BINGO-THON
	 	 	 	 	SM00240533
	 	 	 	7/1/91
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Arizona
Charlie’s Propco,
L.P.

	 	Nevada
	 	BINGO-THON (Stylized)
	 	 	 	 	SM00240534
	 	 	 	7/1/91
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Arizona
Charlie’s Propco,
L.P.

	 	Nevada
	 	CHARLIE REWARDS
	 	 	 	 	TM00340242
	 	 	 	9/19/01
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Arizona
Charlie’s Propco,
L.P.

	 	Nevada
	 	CHARLIE REWARDS CLUB
	 	 	 	 	TN00340243
	 	 	 	9/19/01
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Arizona
Charlie’s Propco,
L.P.

	 	Nevada
	 	CHARLIE REWARDS PROGRAM
	 	 	 	 	TN00340244
	 	 	 	9/19/01
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	United States of
America
	 	INSANITY THE RIDE & Design
	 	78/537623
	 	 	3054188	 	 	12/23/04
	 	1/31/06
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	United States of
America
	 	LOGO
	 	74/676248
	 	 	2070412	 	 	5/15/95
	 	6/10/97
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Arizona
Charlie’s Propco,
L.P.

	 	Nevada
	 	LOTTA-LOOT
	 	 	 	 	SM0029569
	 	 	 	11/20/96
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	United States of
America
	 	LUCKY’S CAFE AT THE
STRATOSPHERE &
Design1
	 	76/291440
	 	 	2725446	 	 	7/27/01
	 	6/10/03
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	United States of
America
	 	LUCKY’S CAFE &
Design
	 	76/291439
	 	 	2696511	 	 	7/27/01
	 	3/11/03
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	United States of
America
	 	NAGA
	 	78/810327
	 	 	3236531	 	 	2/8/06
	 	5/1/07








 




			
	1	 	The company is no longer using this mark and intends to
allow the registration to be cancelled. Accordingly, it has not filed the
Section 8 Declaration which was due by June 10, 2009.





SCHEDULE 5.2-7 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Registration	 	 	 	Registration
	 	 	 	 	 	 	Application	 	 	Number/(Serial	 	Application	 	Date/(Filing
	Grantor	 	Jurisdiction	 	Trademark	 	Number	 	 	Number)	 	Date	 	Date)
	W2007 Arizona
Charlie’s Propco,
L.P.

	 	Nevada
	 	NAUGHTY LADIES
	 	 	 	 	TN00340475
	 	 	 	1/29/02
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	United States of
America
	 	NOBODY OFFERS YOU
MORE! - 42
	 	76/230888
	 	 	2520000	 	 	3/26/01
	 	12/18/01
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Arizona
Charlie’s Propco,
L.P.

	 	Nevada
	 	PAYCHECK POKER
	 	 	 	 	SM0021900
	 	 	 	7/26/88
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Arizona
Charlie’s Propco,
L.P.

	 	Nevada
	 	PRIZE POSSE & Design
	 	 	 	 	SM00300888
	 	 	 	4/13/98
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	United States of
America
	 	ROMANCE AT TOP OF THE WORLD
	 	78/812034
	 	 	3189387	 	 	2/10/06
	 	12/26/06
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stratosphere Gaming LLC

	 	United States of
America
	 	STRAT - 16
	 	77/561619
	 	 	 	 	 	9/3/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stratosphere Gaming LLC

	 	United States of
America
	 	STRAT - 18
	 	77/561622
	 	 	 	 	 	9/3/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stratosphere Gaming LLC

	 	United States of
America
	 	STRAT - 21
	 	77/561627
	 	 	 	 	 	9/3/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stratosphere Gaming LLC

	 	United States of
America
	 	STRAT - 25
	 	77/561632
	 	 	 	 	 	9/3/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stratosphere Gaming LLC

	 	United States of
America
	 	STRAT - 41
	 	77/561614
	 	 	 	 	 	9/3/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stratosphere Gaming LLC

	 	United States of
America
	 	STRAT - 43
	 	77/561636
	 	 	 	 	 	9/3/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	Nevada
	 	STRATOSPHERE
	 	 	 	 	SM00280675
	 	 	 	12/6/95
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	Nevada
	 	STRATOSPHERE
	 	 	 	 	TM00280577
	 	 	 	11/8/95
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	United States of
America
	 	STRATOSPHERE - 41
	 	75/012392
	 	 	2086400	 	 	10/25/95
	 	8/5/97
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	United States of
America
	 	STRATOSPHERE - 42
	 	75/012393
	 	 	2086401	 	 	10/25/95
	 	8/5/97
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	Nevada
	 	STRATOSPHERE & Design (Tower)
	 	 	 	 	TM00280579
	 	 	 	11/8/95
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	Nevada
	 	STRATOSPHERE & Design (Tower)
	 	 	 	 	TM00280578
	 	 	 	11/8/95






SCHEDULE 5.2-8 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Registration	 	 	 	Registration
	 	 	 	 	 	 	Application	 	 	Number/(Serial	 	Application	 	Date/(Filing
	Grantor	 	Jurisdiction	 	Trademark	 	Number	 	 	Number)	 	Date	 	Date)
	W2007 Stratosphere
Propco, L.P.

	 	United States of
America
	 	STRATOSPHERE LAS VEGAS & Design
	 	78/810435
	 	 	3212812	 	 	2/8/06
	 	2/27/07
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	United States of
America
	 	THE CHAPEL IN THE CLOUDS
	 	76/423047
	 	 	2868387	 	 	6/17/02
	 	8/3/04
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	United States of
America
	 	THE CRAZY ARMADILLO OYSTER BAR & Design
	 	76/565398
	 	 	2982669	 	 	12/3/03
	 	8/9/05
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stratosphere Gaming
LLC

	 	United States of
America
	 	THE STRAT - 16
	 	77/561661
	 	 	 	 	 	9/3/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stratosphere Gaming
LLC

	 	United States of
America
	 	THE STRAT - 18
	 	77/561666
	 	 	 	 	 	9/3/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stratosphere Gaming
LLC

	 	United States of
America
	 	THE STRAT - 21
	 	77/561670
	 	 	 	 	 	9/3/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stratosphere Gaming
LLC

	 	United States of
America
	 	THE STRAT - 25
	 	77/561672
	 	 	 	 	 	9/3/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stratosphere Gaming
LLC

	 	United States of
America
	 	THE STRAT - 41
	 	77/561656
	 	 	 	 	 	9/3/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stratosphere Gaming
LLC

	 	United States of
America
	 	THE STRAT - 43
	 	77/561675
	 	 	 	 	 	9/3/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	United States of
America
	 	TOP OF THE WORLD
	 	75/012390
	 	 	2072694	 	 	10/25/95
	 	6/17/97
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stratosphere Gaming
LLC

	 	Nevada
	 	TOWER PIZZERIA
	 	 	 	 	E0114012009-1	 	 	2/26/09
	 	2/26/09
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	Nevada
	 	ULTIMATE ACTION CASH
	 	 	 	 	SM00350736
	 	 	 	8/13/03
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	United States of
America
	 	ULTIMATE REWARDS
	 	76/426101
	 	 	2826028	 	 	6/28/02
	 	3/23/04
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	Nevada
	 	ULTIMATE REWARDS
	 	 	 	 	SM00340979
	 	 	 	8/30/02
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	United States of
America
	 	X SCREAM
	 	76/565397
	 	 	2904610	 	 	12/3/03
	 	11/23/04
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W2007 Stratosphere
Propco, L.P.

	 	United States of
America
	 	BIG SHOT BAR
	 	77/635347
	 	 	 	 	 	12/17/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Casino & Entertainment Properties LLC

	 	United States of
America
	 	GIFTS WORTH GETTING
	 	77/721233
	 	 	 	 	 	4/23/09	 	 






SCHEDULE 5.2-9 









 







	(F)	 	Material Trademark Licenses





	 	 	 	 	 	 	 
	 	 	Description of	 	Registration Number of	 	 
	Grantor	 	Trademark License	 	underlying Trademark	 	Name of Licensor
	Arizona Charlie’s, Inc.
(predecessor-in-interest
to W2007 Arizona
Charlie’s Propco, L.P.)

	 	Service Mark License
Agreement, dated as of
August 1, 2000 (and
amended pursuant to the
Addendum to the Service
Mark Agreement, dated
August 10, 2009),
entered into by and
between Arizona
Charlie’s, Inc.
(predecessor-in-interest
to W2007 Arizona
Charlie’s Propco, L.P.)
and Becker Gaming, Inc.,
whereby Becker granted
Arizona Charlie’s, Inc.
an exclusive license to
use the mark, ARIZONA
CHARLIE’S (including
U.S. Reg. No. 2,213,115
and U.S. Ser. No.
77/799,694)
	 	Including U.S. Reg.
No. 2,213,115 and
U.S. Ser. No.
77/799,694
	 	Becker Gaming, Inc.







	(G)	 	Material Trade Secret Licenses





	 	 	 	 	 
	 	 	Description of Trade	 	 
	Grantor	 	Secret License	 	Name of Licensor
	None.
	 	 	 	 






III. COMMERCIAL TORT CLAIMS




	 	 	 
	Grantor	 	Commercial Tort Claims
	None.
	 	 






IV. LETTER-OF-CREDIT RIGHTS




	 	 	 
	Grantor	 	Description of Letters of Credit
	None.
	 	 






SCHEDULE 5.2-10 









 






V. WAREHOUSEMAN, BAILEES AND OTHER THIRD PARTIES IN POSSESSION OF COLLATERAL




	 	 	 	 	 
	Grantor	 	Description of Property	 	Name and Address of Third Party
	None.
	 	 	 	 







SCHEDULE 5.2-11 









 









SCHEDULE 5.4 TO


PLEDGE AND SECURITY AGREEMENT




FINANCING STATEMENTS:




	 	 	 
	Grantor	 	Filing Jurisdiction(s)
	American Casino & Entertainment Properties LLC

	 	DE
	 
	 	 
	ACEP Finance Corp.

	 	DE
	 
	 	 
	Aquarius Gaming LLC

	 	NV
	 
	 	 
	Arizona Charlie’s, LLC

	 	NV
	 
	 	 
	Charlie’s Holding LLC

	 	DE
	 
	 	 
	Fresca, LLC

	 	NV
	 
	 	 
	Stratosphere Advertising Agency LLC

	 	DE
	 
	 	 
	Stratosphere Development, LLC

	 	DE
	 
	 	 
	Stratosphere Gaming LLC

	 	NV
	 
	 	 
	Stratosphere Land LLC

	 	DE
	 
	 	 
	Stratosphere Leasing, LLC

	 	DE
	 
	 	 
	Stratosphere LLC

	 	DE
	 
	 	 
	W2007 ACEP First Mezzanine A Borrower, L.P.

	 	DE
	 
	 	 
	W2007 ACEP First Mezzanine A Gen-Par, L.L.C.

	 	DE
	 
	 	 
	W2007 ACEP First Mezzanine B Borrower, L.P.

	 	DE
	 
	 	 
	W2007 ACEP First Mezzanine B Gen-Par, L.L.C.

	 	DE
	 
	 	 
	W2007 Aquarius Gen-Par, L.L.C.

	 	DE
	 
	 	 
	W2007 Aquarius Propco, L.P.

	 	DE
	 
	 	 
	W2007 Arizona Charlie’s Gen-Par, L.L.C.

	 	DE
	 
	 	 
	W2007 Arizona Charlie’s Propco, L.P.

	 	DE






SCHEDULE 5.4-1 









 






	 	 	 
	Grantor	 	Filing Jurisdiction(s)
	W2007 Fresca Gen-Par, L.L.C.

	 	DE
	 
	 	 
	W2007 Fresca Propco, L.P.

	 	DE
	 
	 	 
	W2007 Stratosphere Gen-Par, L.L.C.

	 	DE
	 
	 	 
	W2007 Stratosphere Land Gen-Par, L.L.C.

	 	DE
	 
	 	 
	W2007 Stratosphere Land Propco, L.P.

	 	DE
	 
	 	 
	W2007 Stratosphere Propco, L.P.

	 	DE







SCHEDULE 5.4-2 









 








SCHEDULE 5.6

TO PLEDGE AND SECURITY AGREEMENT




Intellectual Property Claims





	1)	 	On July 20, 2009, Fender Musical Instruments Corporation (“Fender”) filed an
opposition before the Trademark Trial and Appeal Board in the United States Patent and
Trademark Office, opposing registration of the intent-to-use applications listed below,
alleging that such applications dilute Fender’s registration for STRAT (Reg. No. 1058385)
in Class 15 for Electric Guitars:




THE STRAT (Ser. No. 77561672)

THE STRAT (Ser. No. 77561675)

STRAT (Ser. No. 77561619)

STRAT (Ser. No. 77561614)

STRAT (Ser. No. 77561622)

STRAT (Ser. No. 77561627)

STRAT (Ser. No. 77561632)

STRAT (Ser. No. 77561636)

THE STRAT (Ser. No. 77561656)

THE STRAT (Ser. No. 77561661)

THE STRAT (Ser. No. 77561666)

THE STRAT (Ser. No. 77561670)





	 	 	Stratosphere Gaming LLC is currently evaluating the merits of this opposition.
	 
	2)	 	On March 12, 2009, the United States Patent and Trademark Office issued a non-final Office
Action denying registration of BIG SHOT BAR (Ser. No. 77635347) on the bases of likelihood of
confusion with BST Group, Inc.’s registration for BIG SHOTZ TAVERN (Reg. No. 3404021) and
disclaimer of the word “BAR.”  W2007 Stratosphere Propco, L.P. is currently evaluating the
arguments set forth in this Office Action.




SCHEDULE 5.6-1 









 











EXHIBIT A

TO PLEDGE AND SECURITY AGREEMENT




FORM OF PLEDGE SUPPLEMENT




     This PLEDGE SUPPLEMENT, dated as of [ ], 20[ ], is delivered by [NAME OF GRANTOR], a
[NAME OF STATE OF INCORPORATION AND TYPE OF ORGANIZATION] (the “Grantor”), pursuant to the Pledge
and Security Agreement, dated as of August 14, 2009 (as it may be from time to time amended,
restated, modified or supplemented, the “Security Agreement”), among American Casino &
Entertainment Properties LLC, ACEP Finance Corp., the other Grantors named therein, and The Bank of
New York Mellon, as Collateral Trustee. Capitalized terms used herein not otherwise defined herein
shall have the meanings ascribed thereto in the Security Agreement.



     Grantor hereby confirms the grant to the Collateral Trustee set forth in the Security
Agreement of, and does hereby grant to the Collateral Trustee, a security interest in all of
Grantor’s right, title and interest in and to all Collateral to secure the Secured Debt
Obligations, in each case whether now or hereafter existing or in which Grantor now has or
hereafter acquires an interest and wherever the same may be located. Grantor represents and
warrants that the attached Supplements to Schedules accurately and completely set forth all
additional information required to be provided pursuant to the Security Agreement and hereby agrees
that such Supplements to Schedules shall constitute part of the Schedules to the Security
Agreement.



          SUBJECT TO ANY APPLICABLE GAMING LAWS, THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER
SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW
PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY
PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE
SECURITY INTEREST).




[The remainder of this page is intentionally left blank.]




EXHIBIT A-1 









 








     IN WITNESS WHEREOF, Grantor has caused this Pledge Supplement to be duly executed and
delivered by its duly authorized officer as the date first written above.



	 	 	 	 	 	 	 
	 	 	[NAME OF GRANTOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






EXHIBIT A-2 









 






SUPPLEMENT TO SCHEDULE 5.1

TO PLEDGE AND SECURITY AGREEMENT




Additional Information:




GENERAL INFORMATION





	(A)	 	Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive
Office/Sole Place of Business (or Residence if Grantor is a Natural Person) and Organizational
Identification Number of each Grantor:





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Chief Executive	 	 
	 	 	 	 	 	 	Office/Sole Place of	 	 
	 	 	 	 	 	 	Business (or	 	 
	Full Legal	 	Type of	 	Jurisdiction of	 	Residence if Grantor	 	 
	Name	 	Organization	 	Organization	 	is a Natural Person)	 	Organization I.D.#
	 
	 	 	 	 	 	 	 	 






	(B)	 	Other Names (including any Trade Name or Fictitious Business Name) under which each Grantor
currently conducts business:





	 	 	 
	Full Legal Name	 	Trade Name or Fictitious Business Name
	 
	 	 






	(C)	 	Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of
Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure
within past two (2) years:





	 	 	 	 	 
	Grantor	 	Date of Change	 	Description of Change
	 
	 	 	 	 






	(D)	 	Agreements pursuant to which any Grantor is bound as debtor within past two (2) years:





	 	 	 
	Grantor	 	Description of Agreement
	 
	 	 





EXHIBIT A-3 









 





SUPPLEMENT TO SCHEDULE 5.2

TO PLEDGE AND SECURITY AGREEMENT




COLLATERAL IDENTIFICATION




I. INVESTMENT RELATED PROPERTY




Pledged Debt:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Original	 	Outstanding	 	 	 	 
	 	 	 	 	Principal	 	Principal	 	 	 	 
	Grantor	 	Issuer	 	Amount	 	Balance	 	Issue Date	 	Maturity Date
	 
	 	 	 	 	 	 	 	 	 	 





Securities Account:




	 	 	 	 	 	 	 
	 	 	Share of Securities	 	 	 	 
	Grantor	 	Intermediary	 	Account Number	 	Account Name
	 
	 	 	 	 	 	 





Deposit Accounts:




	 	 	 	 	 	 	 
	 	 	Name of Depositary	 	 	 	 
	Grantor	 	Bank	 	Account Number	 	Account Name
	 
	 	 	 	 	 	 





Commodities Accounts:




	 	 	 	 	 	 	 
	 	 	Name of Commodities	 	 	 	 
	Grantor	 	Intermediary	 	Account Number	 	Account Name
	 
	 	 	 	 	 	 





II. INTELLECTUAL PROPERTY





	(A)	 	Copyrights





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registration	 	Registration Date
	Grantor	 	Jurisdiction	 	Title of Work	 	Number (if any)	 	(if any)
	 
	 	 	 	 	 	 	 	 






	(B)	 	Material Copyright Licenses





EXHIBIT A-4 









 





	 	 	 	 	 	 	 
	 	 	 	 	Registration Number (if	 	 
	 	 	Description of Copyright	 	any) of underlying	 	 
	Grantor	 	License	 	Copyright	 	Name of Licensor
	 
	 	 	 	 	 	 






	(C)	 	Patents





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Patent	 	 
	 	 	 	 	 	 	Number/(Application	 	Issue Date/(Filing
	Grantor	 	Jurisdiction	 	Title of Patent	 	Number)	 	Date)
	 
	 	 	 	 	 	 	 	 






	(D)	 	Material Patent Licenses





	 	 	 	 	 	 	 
	 	 	Description of Patent	 	Patent Number of	 	 
	Grantor	 	License	 	Underlying Patent	 	Name of Licensor
	 
	 	 	 	 	 	 






	(E)	 	Trademarks





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registration	 	 
	 	 	 	 	 	 	Number/(Serial	 	Registration
	Grantor	 	Jurisdiction	 	Trademark	 	Number)	 	Date/(Filing Date)
	 
	 	 	 	 	 	 	 	 






	(F)	 	Material Trademark Licenses





	 	 	 	 	 	 	 
	 	 	Description of	 	Registration Number of	 	 
	Grantor	 	Trademark License	 	underlying Trademark	 	Name of Licensor
	 
	 	 	 	 	 	 






	(G)	 	Material Trade Secret Licenses





	 	 	 	 	 
	 	 	Description of Trade	 	 
	Grantor	 	Secret License	 	Name of Licensor
	 
	 	 	 	 





EXHIBIT A-5 









 





III. COMMERCIAL TORT CLAIMS




	 	 	 
	Grantor	 	Commercial Tort Claims
	 
	 	 





IV. LETTER-OF-CREDIT RIGHTS




	 	 	 
	Grantor	 	Description of Letters of Credit
	 
	 	 





V. WAREHOUSEMAN, BAILEES AND OTHER THIRD PARTIES IN POSSESSION OF COLLATERAL




	 	 	 	 	 
	Grantor	 	Description of Property	 	Name and Address of Third Party
	 
	 	 	 	 





EXHIBIT A-6 









 





SUPPLEMENT TO SCHEDULE 5.4 TO

PLEDGE AND SECURITY AGREEMENT




Financing Statements:




	 	 	 
	Grantor	 	Filing Jurisdiction(s)
	 
	 	 





EXHIBIT A-7 









 





SUPPLEMENT TO SCHEDULE 5.6

TO PLEDGE AND SECURITY AGREEMENT




INTELLECTUAL PROPERTY CLAIMS





EXHIBIT A-8 









 








EXHIBIT B

TO PLEDGE AND SECURITY AGREEMENT




FORM OF RESTRICTED ACCOUNT AND SECURITIES ACCOUNT CONTROL AGREEMENT




See Attached.




EXHIBIT B-1 









 





EXHIBIT C

TO PLEDGE AND SECURITY AGREEMENT




FORM OF UNCERTIFICATED SECURITIES CONTROL AGREEMENT




     This Uncertificated Securities Control Agreement dated as of [                    ], 20[___] among
[                                        ] (the “Pledgor”), The Bank of New York Mellon, as Collateral Trustee for the
Secured Parties, (the “Collateral Trustee”) and [                    ], a [                    ] [corporation] (the
“Issuer”). Capitalized terms used but not defined herein shall have the meaning assigned in the
Pledge and Security Agreement dated as of August 14, 2009 among the Pledgor, the other Grantors
party thereto and the Collateral Trustee (the “Security Agreement”). All references herein to the
“UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.



     Section 1. Registered Ownership of Shares. The Issuer hereby confirms and agrees that as of
the date hereof the Pledgor is the registered owner of [                    ] shares of the Issuer’s [common]
stock (the “Pledged Shares”) and the Issuer shall not change the registered owner of the Pledged
Shares without the prior written consent of the Collateral Trustee.



     Section 2. Instructions. If at any time the Issuer shall receive instructions originated by
the Collateral Trustee relating to the Pledged Shares, the Issuer shall comply with such
instructions without further consent by the Pledgor or any other person.



     Section 3. Additional Representations and Warranties of the Issuer. The Issuer hereby
represents and warrants to the Collateral Trustee:



     (a) It has not entered into, and until the termination of this agreement will not enter into,
any agreement with any other person relating the Pledged Shares pursuant to which it has agreed to
comply with instructions issued by such other person; and



     (b) It has not entered into, and until the termination of this agreement will not enter into,
any agreement with the Pledgor or the Collateral Trustee purporting to limit or condition the
obligation of the Issuer to comply with Instructions as set forth in Section 2 hereof.



     (c) Except for the claims and interest of the Collateral Trustee and of the Pledgor in the
Pledged Shares, the Issuer does not know of any claim to, or interest in, the Pledged Shares. If
any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment,
judgment, warrant of attachment, execution or similar process) against the Pledged Shares, the
Issuer will promptly notify the Collateral Trustee and the Pledgor thereof.



     (d) This Uncertificated Securities Control Agreement is the valid and legally binding
obligation of the Issuer.



     Section 4. Choice of Law. Subject to any applicable Gaming Laws, this Agreement shall be
governed by the laws of the State of New York.



     Section 5. Conflict with Other Agreements. In the event of any conflict between this
Agreement (or any portion thereof) and any other agreement now existing or hereafter entered



EXHIBIT C-1 









 







into, the terms of this Agreement shall prevail; provided that the exercise of any right or
remedy by the Collateral Trustee hereunder are subject to the provisions of the Collateral Trust
Agreement (as defined in the Security Agreement) and that in the event of any conflict between the
terms of the Collateral Trust Agreement and this Agreement, the terms of the Collateral Trust
Agreement will govern as between the Debtor and the Collateral Trustee. No amendment or
modification of this Agreement or waiver of any right hereunder shall be binding on any party
hereto unless it is in writing and is signed by all of the parties hereto.



     Section 6. Voting Rights. Until such time as the Collateral Trustee shall otherwise instruct
the Issuer in writing, the Pledgor shall have the right to vote the Pledged Shares.



     Section 7. Successors; Assignment. The terms of this Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective corporate successors or
heirs and personal representatives who obtain such rights solely by operation of law. The
Collateral Trustee may assign its rights hereunder only with the express written consent of the
Issuer and by sending written notice of such assignment to the Pledgor.



     Section 8. Limitation of Liability; Indemnification of Issuer. The Pledgor and the
Collateral Trustee hereby agree that (a) the Issuer is released from any and all liabilities to the
Pledgor and the Collateral Trustee arising from the terms of this Agreement and the compliance of
the Issuer with the terms hereof, except to the extent that such liabilities arise from the
Issuer’s negligence and (b) the Pledgor, its successors and assigns shall at all times indemnify
and save harmless the Issuer from and against any and all claims, actions and suits of others
arising out of the terms of this Agreement or the compliance of the Issuer with the terms hereof,
except to the extent that such arises from the Issuer’s negligence, and from and against any and
all liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature
and character arising by reason of the same, until the termination of this Agreement.



     Section 9. Notices. Any notice, request or other communication required or permitted to be
given under this Agreement shall be in writing and deemed to have been properly given when
delivered in person, or when sent by telecopy or other electronic means and electronic confirmation
of error free receipt is received or two (2) days after being sent by certified or registered
United States mail, return receipt requested, postage prepaid, addressed to the party at the
address set forth below.



	 	 	 
	Pledgor:

	 	[Name and Address of Pledgor]

Attention: [                                        ]

Telecopier: [                                        ]
	 
	 	 
	Collateral Trustee:

	 	The Bank of New York Mellon

101 Barclay – 4 East

New York, New York 10286

Attention: Anthony Bausa, GS-ACEP

Telecopier: (212) 815-5917
	 
	 	 
	Issuer:

	 	[Insert Name and Address of Issuer]

Attention: [                                        ]

Telecopier: [                                        ]






     Any party may change its address for notices in the manner set forth above.



EXHIBIT C-2 









 





     Section 10. Termination. The obligations of the Issuer to the Collateral Trustee pursuant to
this Control Agreement shall continue in effect until the security interests of the Collateral
Trustee in the Pledged Shares have been terminated pursuant to the terms of the Security Agreement
and the Collateral Trustee has notified the Issuer of such termination in writing. The Collateral
Trustee agrees to provide Notice of Termination in substantially the form of Exhibit A hereto to
the Issuer upon the request of the Pledgor on or after the termination of the Collateral Trustee’s
security interest in the Pledged Shares pursuant to the terms of the Security Agreement. The
termination of this Control Agreement shall not terminate the Pledged Shares or alter the
obligations of the Issuer to the Pledgor pursuant to any other agreement with respect to the
Pledged Shares.



     Section 11. Compliance with Gaming Laws. The Pledgor and the Collateral Trustee expressly
acknowledge and agree that the performance of their respective obligations and the exercise of
their respective rights and remedies under this Agreement are subject to the mandatory provisions
of the Gaming Laws.



     Section 12. Counterparts. This Agreement may be executed in any number of counterparts, all
of which shall constitute one and the same instrument, and any party hereto may execute this
Agreement by signing and delivering one or more counterparts.



	 	 	 	 	 	 	 
	 	 	[NAME OF PLEDGOR],

as Pledgor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON,

as Collateral Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[NAME OF ISSUER],

as Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 







EXHIBIT C-3 









 








Exhibit A




[Letterhead of Collateral Trustee]




[Date]




[Name and Address of Issuer]

Attention: [                                        ]




Re: Termination of Control Agreement




     You are hereby notified that the Uncertificated Securities Control Agreement between you,
[Name of Pledgor] (the “Pledgor”) and the undersigned (a copy of which is attached) is terminated
and you have no further obligations to the undersigned pursuant to such Agreement. Notwithstanding
any previous instructions to you, you are hereby instructed to accept all future directions with
respect to Pledged Shares (as defined in the Uncertificated Control Agreement) from the Pledgor.
This notice terminates any obligations you may have to the undersigned with respect to the Pledged
Shares, however nothing contained in this notice shall alter any obligations which you may
otherwise owe to the Pledgor pursuant to any other agreement.



     You are instructed to deliver a copy of this notice by facsimile transmission to the Pledgor.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON,

as Collateral Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:
	 	 	 	 







EXHIBIT C-4 









 








EXHIBIT D

TO PLEDGE AND SECURITY AGREEMENT




FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT




See Attached.





EXHIBIT D-1