8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): August 14, 2009

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC

(Exact name of registrant as specified in its charter)

Delaware	000-52975	20-0573058
(State of Incorporation)	(Commission	(I.R.S. Employer
	File Number)	Identification No.)

2000 Las Vegas Boulevard South
Las Vegas, NV 89104

(Address of principal executive offices)(Zip code)

(702) 380-7777
(Registrant’s telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

TABLE OF CONTENTS

EX-4.6

EX-4.7

EX-4.8

EX-4.9

EX-4.10

Item 1.01. Entry into a Material Definitive Agreement.

          On August 14, 2009, American Casino & Entertainment Properties LLC (“ACEP”) and ACEP Finance Corp., a wholly-owned subsidiary of ACEP (“ACEP Finance” and, together with ACEP, the “Issuers”), issued $375 million aggregate principal amount of 11% Senior Secured Notes due 2014 (the “Notes”). The Notes were issued pursuant to an indenture, dated as of August 14, 2009 (the “Indenture”), among the Issuers, all of the subsidiaries of ACEP other than ACEP Finance, as guarantors (the “Guarantors”), and The Bank of New York Mellon, as trustee. The description of the Indenture contained in this report is qualified in its entirety by reference to the complete text of the Indenture, a copy of which is filed as Exhibit 4.6 to this report and incorporated herein by reference.

          The Notes mature on June 15, 2014. The Notes bear interest at a rate of 11% per annum. Interest on the Notes is computed on the basis of a 360-day year composed of twelve 30-day months and is payable semi-annually on June 15 and December 15 of each year, beginning on December 15, 2009.

          The obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, by all of the subsidiaries of ACEP other than ACEP Finance and will be so guaranteed by any future subsidiaries of ACEP, subject to certain exceptions.

          The Notes and the Guarantors’ guarantees of the Notes are secured by senior liens on substantially all of the assets of the Issuers and the Guarantors, other than equity interests and certain other exceptions.

          On or after June 15, 2012, the Issuers may redeem all or a part of the Notes at the redemption prices set forth in the Indenture, plus accrued and unpaid interest and special interest, if any, to the applicable redemption date. In addition, at any time prior to June 15, 2012, the Issuers may, on one or more than one occasions, redeem some or all of the Notes at any time at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus a “make-whole” premium as of, and accrued and unpaid interest and special interest, if any, to, the applicable redemption date. At any time prior to June 15, 2012, the Issuers may also redeem up to 35% of the aggregate principal amount of Notes, using the proceeds of certain qualified equity offerings, at a redemption price of 111% of the principal amount thereof and may, not more than once in any 12-month period, redeem up to 5% of the original aggregate principal amount of the Notes at a redemption price of 102%, in each case, plus accrued and unpaid interest and special interest, if any, to the applicable redemption date.

          If ACEP experiences specified change of control events, the Issuers must offer to repurchase the Notes at a repurchase price equal to 101% of the principal amount of the Notes repurchased, plus accrued and unpaid interest and special interest, if any, to the applicable repurchase date.

          If ACEP or its subsidiaries sell assets under specified circumstances or experience certain events of loss, the Issuers must offer to repurchase the Notes at a repurchase price equal to 100% of the principal amount of the Notes repurchased, plus accrued and unpaid interest and special interest, if any, to the applicable repurchase date.

          The Indenture contains covenants that, among other things, restrict the ability of ACEP and its subsidiaries to:

• incur additional indebtedness or issue disqualified stock or preferred stock;

• create liens;

• pay dividends, make investments or make other restricted payments;

• consolidate, merge, sell or otherwise dispose of all or substantially all of ACEP or their assets;

• sell assets; and

• enter into transactions with affiliates.

          These covenants are subject to a number of important limitations and exceptions.

          The Indenture provides for customary events of default, including, but not limited to, cross defaults to certain other debt of ACEP and its subsidiaries. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice.

          The Notes and the related guarantees have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. This report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the Notes or the related guarantees in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

          In connection with the issuance of the Notes, the Issuers and the Guarantors entered into a registration rights agreement, dated August 14, 2009, with the initial purchaser of the Notes. The description of the registration rights agreement contained in this report is qualified in its entirety by reference to the complete text of the registration rights agreement, a copy of which is filed as Exhibit 4.7 to this report and incorporated herein by reference. Under the terms of the registration rights agreement, the Issuers and the Guarantors are required to file an exchange offer registration statement within 90 days following the issuance of the Notes enabling holders to exchange the Notes for registered notes with terms substantially identical to the terms of the Notes; to use commercially reasonable efforts to have the exchange offer registration statement declared effective by the Securities and Exchange Commission (the “SEC”) on or prior to 180 days after the closing of the note offering (which under certain circumstances may be extended to 270 days), referred to herein as the registration deadline; and, unless the exchange offer would not be permitted by applicable law or SEC policy, to complete the exchange offer within 30 business days after the registration deadline. Under specified circumstances, including if the exchange offer would not be permitted by applicable law or SEC policy, the registration rights agreement would require that the Issuers and the Guarantors file a shelf registration statement for the resale of the Notes. If the Issuers and the Guarantors default on their registration obligations under the registration rights agreement, additional interest (referred to as special interest), up to a maximum amount of 1.0% per annum, will be payable on the Notes until all such registration defaults are cured.

In connection with the issuance of the Notes, the Issuers and the Guarantors entered into various collateral and security documents, including a pledge and security agreement and a deed of trust granting security interests in the collateral for the Notes and certain other indebtedness of the Issuers and the Guarantors that may be permitted in the future under the terms of the Indenture. Copies of the pledge and security agreement and the deed of trust are filed as Exhibits 4.8 and 4.9, respectively, to this report and incorporated herein by reference. The Issuers and the Guarantors also entered into a collateral trust agreement, dated as of August 14, 2009, with The Bank of New York Mellon, as trustee under the indenture and as collateral trustee, which sets forth the terms on which the collateral trustee receives, holds, administers, maintains, enforces and distributes the proceeds of all of its liens on the collateral for the Notes for the benefit of all present and future holders of the Notes and any future indebtedness of the Issuers and the Guarantors that ranks equal in priority to the Notes. A copy of the collateral trust agreement is filed as Exhibit 4.10 to this report and incorporated herein by reference.

On August 14, 2009, ACEP used the approximately $311.25 million of gross proceeds from the issuance of the Notes to repay all amounts outstanding under the Loan Agreement, dated as of June 25, 2009, as amended, among ACEP, certain wholly-owned subsidiaries of ACEP, Goldman Sachs Commercial Mortgage Capital, L.P., as initial lender, Archon Group, L.P., as administrative agent, and Wells Fargo Bank, N.A., as collateral agent.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

4.6	Indenture, dated as of August 14, 2009, among American Casino & Entertainment Properties LLC, ACEP Finance Corp., the guarantors listed on the signature pages thereto and The Bank of New York Mellon, as trustee.
4.7	Registration Rights Agreement, dated as of August 14, 2009, among American Casino & Entertainment Properties LLC, ACEP Finance Corp., the guarantors listed on the signature pages thereto and the initial purchaser of American Casino & Entertainment Properties LLC’s and ACEP Finance Corp.’s 11% Senior Secured Notes due 2014.
4.8	Pledge and Security Agreement dated as of August 14, 2009, by and among American Casino & Entertainment Properties LLC, ACEP Finance Corp., the other subsidiaries of American Casino & Entertainment Properties LLC listed on the signature pages thereof and The Bank of New York Mellon, as collateral trustee
4.9	Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of August 14, 2009, by and among W2007 Stratosphere Propco, L.P., W2007 Stratosphere Land Propco, L.P., W2007 Aquarius Propco, L.P., W2007 Arizona Charlie’s Propco, L.P. and W2007 Fresca Propco, L.P., as grantors, Fidelity National Title Agency of Nevada, Inc., as trustee, and The Bank of New York Mellon, as beneficiary.
4.10	Collateral Trust Agreement, dated as of August 14, 2009, by and among American Casino & Entertainment Properties LLC, ACEP Finance Corp., the guarantors from time to time party thereto, The Bank of New York Mellon, as trustee, the other secured debt representatives from time to time party thereto, and The Bank of New York Mellon, as collateral trustee.

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
			(Registrant)
	By:	/s/ Edward W. Martin, III
		Edward W. Martin, III
		Chief Financial Officer and Treasurer

Date: August 19, 2009

EXHIBIT INDEX

4.6	Indenture, dated as of August 14, 2009, among American Casino & Entertainment Properties LLC, ACEP Finance Corp., the guarantors listed on the signature pages thereto and The Bank of New York Mellon, as trustee.
4.7	Registration Rights Agreement, dated as of August 14, 2009, among American Casino & Entertainment Properties LLC, ACEP Finance Corp., the guarantors listed on the signature pages thereto and the initial purchaser of American Casino & Entertainment Properties LLC’s and ACEP Finance Corp.’s 11% Senior Secured Notes due 2014.
4.8	Pledge and Security Agreement dated as of August 14, 2009, by and among American Casino & Entertainment Properties LLC, ACEP Finance Corp., the other subsidiaries of American Casino & Entertainment Properties LLC listed on the signature pages thereof and The Bank of New York Mellon, as collateral trustee
4.9	Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of August 14, 2009, by and among W2007 Stratosphere Propco, L.P., W2007 Stratosphere Land Propco, L.P., W2007 Aquarius Propco, L.P., W2007 Arizona Charlie’s Propco, L.P. and W2007 Fresca Propco, L.P., as grantors, Fidelity National Title Agency of Nevada, Inc., as trustee, and The Bank of New York Mellon, as beneficiary.
4.10	Collateral Trust Agreement, dated as of August 14, 2009, by and among American Casino & Entertainment Properties LLC, ACEP Finance Corp., the guarantors from time to time party thereto, The Bank of New York Mellon, as trustee, the other secured debt representatives from time to time party thereto, and The Bank of New York Mellon, as collateral trustee.

EX-4.6

Exhibit 4.6

EXECUTION VERSION

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC,

ACEP FINANCE CORP.,

AND EACH OF THE GUARANTORS PARTY HERETO

11% SENIOR SECURED NOTES DUE 2014

INDENTURE

Dated as of August 14, 2009

THE BANK OF NEW YORK MELLON,

Trustee

CROSS-REFERENCE TABLE*

Trust Indenture
Act Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	13.03
(c)	13.03
313(a)	7.06
(b)(1)	N.A.
(b)(2)	7.06; 7.07
(c)	7.06; 13.02
(d)	7.06
314(a)	4.03; 13.05
(b)	N.A
(c)(1)	13.04
(c)(2)	13.04
(c)(3)	N.A.
(d)	12.06
(e)	13.05
(f)	N.A.
315(a)	7.01
(b)	7.05; 12.02
(c)	7.01
(d)	7.01
(e)	6.11
316(a) (last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.12
317(a)(1)	6.08
(a)(2)	6.09
(b)	2.04
318(a)	13.01
(b)	N.A.
(c)	13.01

N.A. means not applicable.
*	This Cross Reference Table is not part of the Indenture.

TABLE OF CONTENTS

	Page
ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE
Section 1.01 Definitions		1
Section 1.02 Other Definitions		25
Section 1.03 Incorporation by Reference of Trust Indenture Act		25
Section 1.04 Rules of Construction		26
ARTICLE 2
THE NOTES
Section 2.01 Form and Dating		26
Section 2.02 Execution and Authentication		27
Section 2.03 Registrar and Paying Agent		27
Section 2.04 Paying Agent to Hold Money in Trust		27
Section 2.05 Holder Lists		28
Section 2.06 Transfer and Exchange		28
Section 2.07 Replacement Notes		39
Section 2.08 Outstanding Notes		40
Section 2.09 Treasury Notes		40
Section 2.10 Temporary Notes		40
Section 2.11 Cancellation		40
Section 2.12 Defaulted Interest		41
ARTICLE 3
REDEMPTION AND PREPAYMENT
Section 3.01 Notices to Trustee		41
Section 3.02 Selection of Notes to Be Redeemed or Purchased		41
Section 3.03 Notice of Redemption		42
Section 3.04 Effect of Notice of Redemption		42
Section 3.05 Deposit of Redemption or Purchase Price		43
Section 3.06 Notes Redeemed or Purchased in Part		43
Section 3.07 Optional Redemption		43
Section 3.08 Mandatory Disposition Pursuant to Gaming Laws		44
Section 3.09 Mandatory Redemption		45
Section 3.10 Offer to Purchase by Application of Excess Proceeds		45
ARTICLE 4
COVENANTS
Section 4.01 Payment of Notes		47
Section 4.02 Maintenance of Office or Agency		47
Section 4.03 Reports		48
Section 4.04 Compliance Certificate		49
Section 4.05 Taxes		49
Section 4.06 Stay, Extension and Usury Laws		49
Section 4.07 Restricted Payments		50
Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries		51

	Page
Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock		53
Section 4.10 Asset Sales		56
Section 4.11 Events of Loss		58
Section 4.12 Transactions with Affiliates		59
Section 4.13 Liens		60
Section 4.14 Business Activities		60
Section 4.15 Intentionally Omitted		60
Section 4.16 Offer to Repurchase Upon Change of Control		60
Section 4.17 Limitation on Sale and Leaseback Transactions		62
Section 4.18 Payments for Consent		62
Section 4.19 Insurance		62
Section 4.20 Additional Note Guarantees		63
Section 4.21 Restrictions on Activities of ACEP Finance		63
Section 4.22 Creation and Perfection of Certain Security Interests Post-Closing		63
ARTICLE 5
SUCCESSORS
Section 5.01 Merger, Consolidation, or Sale of Assets		63
Section 5.02 Successor Corporation Substituted		65
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01 Events of Default		65
Section 6.02 Acceleration		67
Section 6.03 Other Remedies		68
Section 6.04 Waiver of Past Defaults		68
Section 6.05 Control by Majority		68
Section 6.06 Limitation on Suits		68
Section 6.07 Rights of Holders of Notes to Receive Payment		69
Section 6.08 Collection Suit by Trustee		69
Section 6.09 Trustee May File Proofs of Claim		69
Section 6.10 Priorities		70
Section 6.11 Undertaking for Costs		70
ARTICLE 7
TRUSTEE
Section 7.01 Duties of Trustee		70
Section 7.02 Rights of Trustee		72
Section 7.03 Individual Rights of Trustee		72
Section 7.04 Trustee’s Disclaimer		72
Section 7.05 Notice of Defaults		73
Section 7.06 Reports by Trustee to Holders of the Notes		73
Section 7.07 Compensation and Indemnity		73
Section 7.08 Replacement of Trustee		74
Section 7.09 Successor Trustee by Merger, etc		75
Section 7.10 Eligibility; Disqualification		75
Section 7.11 Preferential Collection of Claims Against Company		75
Section 7.12 Appointment of Co-Trustee or Separate Trustee		75

ii

	Page
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance		76
Section 8.02 Legal Defeasance and Discharge		76
Section 8.03 Covenant Defeasance		77
Section 8.04 Conditions to Legal or Covenant Defeasance		77
Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions		78
Section 8.06 Repayment to Issuers		79
Section 8.07 Reinstatement		79
ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01 Without Consent of Holders of Notes		79
Section 9.02 With Consent of Holders of Notes		80
Section 9.03 Compliance with Trust Indenture Act		82
Section 9.04 Revocation and Effect of Consents		82
Section 9.05 Notation on or Exchange of Notes		82
Section 9.06 Trustee to Sign Amendments, etc		82
ARTICLE 10
NOTE GUARANTEES
Section 10.01 Guarantee		83
Section 10.02 Limitation on Guarantor Liability		84
Section 10.03 Execution and Delivery of Note Guarantee		84
Section 10.04 Guarantors May Consolidate, etc., on Certain Terms		84
Section 10.05 Releases		85
ARTICLE 11
SATISFACTION AND DISCHARGE
Section 11.01 Satisfaction and Discharge		86
Section 11.02 Application of Trust Money		87
Section 11.03 Repayment to Issuers		87
ARTICLE 12
COLLATERAL AND SECURITY
Section 12.01 Security Interest		88
Section 12.02 Collateral Trust Agreement		88
Section 12.03 Equal and Ratable Sharing of Collateral by Holders of Secured Debt		88
Section 12.04 Release of Liens in Respect of Notes		89
Section 12.05 Relative Rights		89
Section 12.06 Compliance with the Trust Indenture Act		90
Section 12.07 Collateral Trustee		90
Section 12.08 Further Assurances		90
Section 12.09 Post Closing Deliverables		90
Section 12.10 Gaming License		91
ARTICLE 13
MISCELLANEOUS
Section 13.01 Trust Indenture Act Controls		91

iii

	Page
Section 13.02 Notices		91
Section 13.03 Communication by Holders of Notes with Other Holders of Notes		92
Section 13.04 Certificate and Opinion as to Conditions Precedent		92
Section 13.05 Statements Required in Certificate or Opinion		93
Section 13.06 Rules by Trustee and Agents		93
Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders		93
Section 13.08 Governing Law		93
Section 13.09 No Adverse Interpretation of Other Agreements		94
Section 13.10 Successors		94
Section 13.11 Severability		94
Section 13.12 Counterpart Originals		94
Section 13.13 Table of Contents, Headings, etc		94

EXHIBITS

Exhibit A   FORM OF NOTE
Exhibit B   FORM OF CERTIFICATE OF TRANSFER
Exhibit C   FORM OF CERTIFICATE OF EXCHANGE
Exhibit D   FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E   FORM OF NOTATION OF GUARANTEE
Exhibit F   FORM OF SUPPLEMENTAL INDENTURE

iv

     INDENTURE dated as of August 14, 2009 among American Casino & Entertainment Properties LLC (“ACEP” or the “Company”), a Delaware limited liability company and issuer of the Notes, ACEP Finance Corp. (“ACEP Finance,” and together with the Company, the “Issuers” and each an “Issuer”), a Delaware corporation and co-issuer of the Notes, the Guarantors (as defined below) and The Bank of New York Mellon (the “Trustee”), as trustee.

     The Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 11% Senior Secured Notes due 2014 (the “Notes”):

ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE

Section 1.01 Definitions.

     “144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

     “ACEP” means American Casino & Entertainment Properties LLC, and any and all successors thereto.

     “ACEP Finance” means ACEP Finance Corp., and any and all successors thereto.

     “Acquired Debt” means, with respect to any specified Person:

     (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

     “Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

     “ALTA” means the American Land Title Association, or any successor thereto.

     “Applicable Premium” means, with respect to any Note on any redemption date, the greater of:

     (1) 1.0% of the principal amount of the Note; or

1

     (2) the excess of:

          (a) the present value at such redemption date of (i) the redemption price of the Note at June 15, 2012, (such redemption price being set forth in the table appearing in Section 3.07 hereof) plus (ii) all required interest payments due on the Note through June 15, 2012, (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

          (b) the principal amount of the Note.

     “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

     “Aquarius Casino Resort” means that certain hotel and casino located on approximately 18 acres at 1900 South Casino Drive, Laughlin, Nevada, together with all other Improvements and property thereon as described in the Mortgage and all related easements and other property agreements.

     “Arizona Charlie’s Boulder” means that certain hotel and casino located on approximately 24 acres at 4575 Boulder Highway, Las Vegas, Nevada, together with all other improvements (including any buildings) and property thereon as described in the Mortgage and all related easements and other property agreements.

     “Arizona Charlie’s Decatur” means that certain hotel and casino located on approximately 17 acres at 740 S. Decatur Boulevard, Las Vegas, Nevada, together with all other improvements (including any buildings) and property thereon as described in the Mortgage and all related easements and other property agreements, including any leased property.

     “Asset Sale” means

     (1) the sale, lease, conveyance or other disposition of property, assets or rights outside the ordinary course of business of ACEP or any of ACEP’s Subsidiaries; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of ACEP and its Subsidiaries taken as a whole will be governed by the provisions of this Indenture described in Section 4.16 hereof and/or the provisions described under Section 5.01 hereof and not by the provisions of the Section 4.10 hereof; and

     (2) the issuance or sale of Equity Interests by any of ACEP’s Subsidiaries (other than to ACEP or another Subsidiary).

     Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

     (1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $2.0 million;

     (2) a transfer of assets between or among ACEP and its Subsidiaries (other than ACEP Finance);

     (3) an issuance of Equity Interests by a Subsidiary of ACEP to ACEP or to a Subsidiary of ACEP;

2

     (4) the sale, lease or other transfer of products, services or accounts receivable in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business (including the abandonment or other disposition of intellectual property that is, in the reasonable judgment of ACEP, no longer economically practicable to maintain or useful in the conduct of the business of ACEP and its Subsidiaries taken as whole);

     (5) licenses and sublicenses by ACEP or any of its Subsidiaries of software or intellectual property in the ordinary course of business;

     (6) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;

     (7) the granting of Liens not prohibited by Section 4.13 hereof;

     (8) the sale or other disposition of cash or Cash Equivalents;

     (9) a Restricted Payment that does not violate Section 4.07 hereof or a Permitted Investment;

     (10) any Event of Loss;

     (11) any Lease or any grant of easement or Permitted Liens permitted by this Indenture;

     (12) any licensing of trade names or trademarks in the ordinary course of business by ACEP or any of its Subsidiaries;

     (13) any exchange of assets with a Fair Market Value less than $5.0 million (including a combination of assets and Cash Equivalents) for assets used or useful in a Permitted Business of comparable or greater market value or usefulness to the business of ACEP and its Subsidiaries as a whole, as determined in good faith by ACEP;

     (14) any exchange of undeveloped land (including a combination of assets and Cash Equivalents) for assets used or useful in a Permitted Business of comparable or greater market value or usefulness to the business of ACEP and its Subsidiaries as a whole, as determined in good faith by ACEP;

     (15) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; and

     (16) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind.

     “Asset Sale Offer” has the meaning assigned to that term in this Indenture.

     “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

3

     “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

     “Board of Directors” means:

     (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

     (2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

     (3) with respect to a limited liability company, board of directors of the limited liability company or any committee thereof duly authorized to act on behalf of such board or the managing member or members or any controlling committee of managing members thereof; and

     (4) with respect to any other Person, the board or committee of such Person serving a similar function.

     “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

     “Business Day” means any day other than a Legal Holiday.

     “Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

     “Capital Stock” means:

     (1) in the case of a corporation, corporate stock;

     (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

     (3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

     (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

     “Cash Equivalents” means:

     (1) United States dollars;

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     (2) obligations of, or obligations directly and unconditionally guaranteed as to principal and interest by, the U.S. government or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the United States of America and have maturities not in excess of one year;

     (3) federal funds, unsecured certificates of deposit, time deposits, demand deposits, banker’s acceptances, and repurchase agreements having maturities of not more than 90 days of any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia, the short-term debt obligations of which are rated A-1+ (or the equivalent) by each of the Rating Agencies and, if it has a term in excess of three months, the long-term debt obligations of which are rated AA (or the equivalent) by each of the Rating Agencies, and that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000;

     (4) deposits that are fully insured by the Federal Deposit Insurance Corp. (FDIC);

     (5) commercial paper rated A-1+ (or the equivalent) by each of the Rating Agencies and having a maturity of not more than 90 days; and

     (6) any money market funds that (a) has substantially all of its assets invested continuously in the types of investments referred to in clause (2) above, (b) has net assets of not less than $5,000,000,000, and (c) has the highest rating obtainable from either S&P or Moody’s.

     Notwithstanding the foregoing, “Cash Equivalents” (i) shall exclude any security with the Standard & Poor’s “r” symbol (or any other Rating Agency’s corresponding symbol) attached to the rating (indicating high volatility or dramatic fluctuations in their expected returns because of market risk), as well as any mortgage-backed securities and any security of the type commonly known as “strips”; (ii) shall be limited to those instruments that have a predetermined fixed dollar of principal due at maturity that cannot vary or change; and (iii) shall exclude any investment where the right to receive principal and interest derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment. Interest may either be fixed or variable, and any variable interest must be tied to a single interest rate index plus a single fixed spread (if any), and move proportionately with that index.

     “Casino Lessee Borrower” means, individually or collectively as the context requires, (i) Aquarius Gaming LLC, a Nevada limited liability company, (ii) Stratosphere Gaming LLC, a Nevada limited liability company, (iii) Arizona Charlie’s, LLC, a Nevada limited liability company, and (iv) Fresca, LLC, a Nevada limited liability company, each in its capacity as lessee under its respective Casino Operating Lease, together with their respective successors and permitted assigns.

     “Casino Operating Lease” means, individually or collectively as the context requires, each of those certain amended and restated Casino Lease Agreements dated as of the date of this Indenture, and as the case may be, further amended, modified or supplemented from time to time, each by and between each Property Owner Borrower and a Casino Lessee Borrower, with respect to the Properties.

     “Change of Control” means the occurrence of any of the following:

     (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or

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substantially all of the properties or assets of ACEP and its Subsidiaries taken as a whole to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act));

     (2) the adoption of a plan relating to the liquidation or dissolution of the Issuers;

     (3) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any Person (including any “person” (as defined above), other than an employee of The Goldman Sachs Group, Inc. or its affiliates or an entity controlled by one or more employees of The Goldman Sachs Group, Inc. or its affiliates, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of ACEP, measured by voting power rather than number of shares; or

     (4) after an initial public offering of ACEP or any direct or indirect parent of ACEP (in either case, the “public company”), the first day on which a majority of the members of the Board of Directors of the public company are not Continuing Directors.

     “Clearstream” means Clearstream Banking, S.A.

     “Collateral” means any and all assets encumbered pursuant to the Security Documents.

     “Collateral Trust Agreement” means that certain Collateral Trust Agreement, dated as of the date hereof, among the Issuers, each of the subsidiaries of ACEP party thereto and the Collateral Trustee.

     “Collateral Trust Joinder” means (i) with respect to the provisions of the collateral trust agreement relating to any additional Secured Debt permitted to be incurred under this Indenture, an agreement substantially in the form of Exhibit B to the collateral trust agreement and (ii) with respect to the provisions of the collateral trust agreement relating to the addition of additional Guarantors, an agreement substantially in the form of Exhibit C to the collateral trust agreement.

     “Collateral Trustee” means The Bank of New York Mellon, in its capacity as collateral trustee under the collateral trust agreement, together with its successor in such capacity.

     “Company” means American Casino & Entertainment Properties LLC, and any and all successors thereto.

     “Consolidated EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person:

     (1) increased by, to the extent deducted in computing Consolidated Net Income:

     (a) consolidated interest expense; plus

     (b) provisions for taxes based on income; plus

     (c) total depreciation expense; plus

     (d) total amortization expense; plus

     (e) other non-cash charges, including any write-offs and write- downs, reducing Consolidated Net Income for such period (excluding any such non-cash charge to the extent that it represents an accrual or reserve for potential cash charge in any future period or amortization of a prepaid cash charge that was paid in a prior period); plus

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     (f) actual out-of-pocket transaction costs payable by ACEP pursuant hereto in connection with the closing and syndication of the Transactions; plus

     (g) FF&E expenditures, and

     (2) decreased by (without duplication) non-cash gains increasing Consolidated Net Income for such period (excluding any such non-cash gain to the extent it represents the reversal of an accrual or reserve for potential cash gain in any prior period), and

     (3) increased or decreased by (without duplication) any net gain or loss resulting in such period from hedging obligations and the application of Statement of Financial Standards No. 133, plus or minus, as applicable.

     “Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the net income (loss) of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP and without any reduction in respect of preferred stock dividends; provided that:

     (1) all extraordinary or non-recurring gains or losses will be excluded;

     (2) all gains or losses realized in connection with any Asset Sale or the disposition of securities or the early extinguishment of Indebtedness, on an after-tax basis, will be excluded;

     (3) the net income of any Person that is not a Subsidiary of such Person or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Subsidiary of the Person;

     (4) the net income of any Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders;

     (5) the cumulative effect of a change in accounting principles will be excluded;

     (6) any non-cash compensation deduction as a result of any grant of stock or stock-related instruments to employees, officers, directors or members of management will be excluded;

     (7) any income or loss from discontinued operations will be excluded; and

     (8) any goodwill or other intangible asset impairment charge will be excluded.

     “continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

     “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of ACEP who:

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     (1) was a member of such Board of Directors on the date of this Indenture; or

     (2) was nominated for election or elected to such Board of Directors with the approval of VoteCo or a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

     “Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in Section 13.02 hereof or such other address as to which the Trustee may give notice to the Issuers.

     “Credit Facility” means, one or more debt facilities or commercial paper facilities, in each case, with banks or other institutional lenders, or investors or trustees, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, or the issuance of debt securities pursuant to an indenture or similar instrument, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

     “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

     “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

     “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

     “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

     “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require ACEP to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that ACEP may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that ACEP and its Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

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     “Domestic Subsidiary” means any Subsidiary of ACEP that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of ACEP.

     “Equally and Ratably” means, in reference to sharing of Liens or proceeds thereof as among holders of Secured Debt Obligations, that such Liens or proceeds:

     (1) will be allocated and distributed first to the Secured Debt Representative for each outstanding Series of Secured Debt, for the account of the holders of such Series of Secured Debt, ratably in proportion to the principal of, and interest and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made under such letters of credit) on each outstanding Series of Secured Debt when the allocation or distribution is made, and thereafter;

     (2) will be allocated and distributed (if any remain after payment in full of all of the principal of, and interest and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made on such letters of credit) on all outstanding Secured Debt Obligations) to the Secured Debt Representative for each outstanding Series of Secured Debt Obligations, for the account of the holders of any remaining Secured Debt Obligations, ratably in proportion to the aggregate unpaid amount of such remaining Secured Debt Obligations due and demanded (with written notice to the applicable Secured Debt Representative and the Collateral Trustee) prior to the date such distribution is made.

     “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

     “Equity Offering” means a public or private sale either (1) of Equity Interests of ACEP by ACEP (other than Disqualified Stock and other than to a Subsidiary of ACEP) or (2) of Equity Interests of a direct or indirect parent entity of ACEP (other than to ACEP or a Subsidiary of ACEP) to the extent that the net proceeds therefrom are contributed to the common equity capital of ACEP.

     “Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.

     “Event of Loss” means, with respect to any property or asset (tangible or intangible, real or personal) constituting Collateral having a Fair Market Value (or replacement cost, if greater) in excess of $7.5 million, any of the following: (1) any loss, destruction or damage of such property or asset; (2) any actual condemnation, seizure or taking by exercise of the power of eminent domain or otherwise of such property or asset, or confiscation of such property or asset or the requisition of the use of such property or asset; or (3) any settlement in lieu of clause (2) above.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

     “Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

     “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

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     “Existing Indebtedness” means Capital Lease Obligations outstanding as of the date of this Indenture not to exceed $2,512,000.

     “FF&E” means all fixtures, furniture, furnishings, equipment (including operating equipment, operating supplies and fixtures attached to and forming part of the Improvements), apparatus and other personal property used in, or held in storage for use in (or if the context so dictates, required in connection with), or required for the operation of that portion of Improvements to be used as a hotel or a casino, including, without limitation, (i) office furnishings and equipment, (ii) specialized hotel, gaming and spa equipment necessary for the operation of any portion of the Improvements, including equipment for kitchens, laundries, dry cleaning facilities, bars, restaurants, public rooms, commercial and parking spaces, spa and recreational facilities, (iii) design and project fees, shipping costs, taxes and installation; and (iv) all other furnishings and equipment as ACEP deems necessary or desirable for the operation of that portion of Improvements to be used as a hotel or casino.

     “Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined (unless otherwise provided in this Indenture), (i) for amounts exceeding $5.0 million, in good faith by the Board of Directors of ACEP and (ii) for amounts less than $5.0 million, in good faith by ACEP.

     “First Priority Lien Obligations” means the aggregate amount of (i) the Notes, (ii) all secured Indebtedness incurred pursuant to any Credit Facility (including any letters of credit issued thereunder) secured by a lien incurred pursuant to clause (1) of the definition of Permitted Liens and (iii) all Capital Lease Obligations.

     “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

     “Gaming Authorities” means, in any jurisdiction in which a Property is located, the applicable gaming board, commission, or other governmental gaming regulatory authority, body or agency which (a) has, or may at any time after the date of this Indenture have, jurisdiction over the gaming activities at the Property or (b) is, or may at any time after the date of this Indenture be, responsible for interpreting, administering and enforcing the Gaming Laws.

     “Gaming Laws” means all applicable constitutions, treatises, laws and statutes pursuant to which any Gaming Authority possesses regulatory, licensing or permitting authority over gaming, gambling or casino or casino-related activities and all rules, rulings, orders, ordinances and regulations of any Gaming Authority applicable to the gambling, casino, gaming businesses or casino or casino-related activities of the Issuers or any of their Subsidiaries in any jurisdiction, as in effect from time to time, including the policies, interpretations and administration thereof by the Gaming Authorities.

     “Gaming License” means, in any jurisdiction in which a Property is located, any license, qualification, franchise, accreditation, approval, registration, permit, finding of suitability or other authorization relating to gaming, the gaming or gambling business or the operation of a casino under the Gaming Laws or required by the Gaming Authorities or otherwise necessary for the operation of gaming, the gaming business (including a racebook and/or sports wagering) or a resort casino.

     “Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.

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     “Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depository or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

     “Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

     “Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

     “Guarantors” means any Subsidiary of ACEP that executes a Note Guarantee in accordance with the provisions of this Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture.

     “Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other hedging arrangement of any sort.

     “Hotel Lessee Borrower” means, individually or collectively as the context requires, (i) Aquarius Gaming LLC, a Nevada limited liability company, (ii) Stratosphere Gaming LLC, a Nevada limited liability company, (iii) Arizona Charlie’s, LLC, a Nevada limited liability company, and (iv) Fresca, LLC, a Nevada limited liability company, each in its capacity as lessee under its respective Hotel Operating Lease, together with their respective successors and permitted assigns.

     “Hotel Operating Lease” means, individually or collectively as the context requires, each of those certain amended and restated Hotel Lease Agreements dated as of the date of this Indenture, and as the case may be, further amended, modified or supplemented from time to time, each by and between each Property Owner Borrower and a Hotel Lessee Borrower, with respect to the Properties.

     “Holder” means a Person in whose name a Note is registered.

     “IAI Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to Institutional Accredited Investors.

     “Immaterial Subsidiary” means, as of any date, any Subsidiary whose total assets, as of that date, are less than 1.0% of the total assets of ACEP and its Subsidiaries and whose total revenues for the most recent 12-month period do not exceed 1.0% of the consolidated gross revenues of ACEP and its Subsidiaries for such period, in each case determined in accordance with GAAP; provided that: (a) at no time shall (i) the total assets of all Immaterial Subsidiaries, in the aggregate, exceed 2.0% of the total assets of ACEP and its Subsidiaries at such date or (ii) the gross revenues of all Immaterial Subsidiaries, in the aggregate, exceed 2.0% of the consolidated gross revenues of ACEP and its Subsidiaries for such period, in each case determined in accordance with GAAP; (b) if the total assets or gross revenues of all Subsidiaries so designated by ACEP as “Immaterial Subsidiaries” (and not redesignated) shall at any time

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exceed the limits set forth in clause (a) above, then all such Subsidiaries shall be deemed not to be Immaterial Subsidiaries unless and until the ACEP shall redesignate one or more as not Immaterial Subsidiaries, in each case in a written notice to the Trustee, and, as a result thereof, the total assets and gross revenues of all Subsidiaries still designated as “Immaterial Subsidiaries” do not exceed such limits and (c) a Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of ACEP.

     “Improvements” means all buildings, structures and other improvements, now or at any time situated, placed or constructed upon any land which is part of the Properties.

     “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and Trade Payables), whether or not contingent:

     (1) in respect of borrowed money;

     (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

     (3) in respect of banker’s acceptances;

     (4) representing Capital Lease Obligations in respect of sale and leaseback transactions;

     (5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or

     (6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. Indebtedness shall be calculated without giving effect to the effects of Statement of Financial Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.

     “Indenture” means this Indenture, as amended or supplemented from time to time.

     “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

     “Initial Purchaser” means Goldman, Sachs & Co.

     “Insolvency or Liquidation Proceeding” means:

     (1) any case commenced by or against any Issuer or any Guarantor under Title 11, U.S. Code or any similar federal or state law for the relief of debtors, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of any

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Issuer or any Guarantor, any receivership or assignment for the benefit of creditors relating to any Issuer or any Guarantor or any similar case or proceeding relative to any Issuer or any Guarantor or its creditors, as such, in each case whether or not voluntary;

     (2) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to any Issuer or any Guarantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

     (3) any other proceeding of any type or nature in which substantially all claims of creditors of any Issuer or any Guarantor are determined and any payment or distribution is or may be made on account of such claims.

     “Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.

     “Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If ACEP or any Subsidiary of ACEP sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of ACEP such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of ACEP, ACEP will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of ACEP’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph Section 4.07 hereof. The acquisition by ACEP or any Subsidiary of ACEP of a Person that holds an Investment in a third Person will be deemed to be an Investment by ACEP or such Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of Section 4.07. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

     “Lease” means any lease (including, without limitation, the Operating Lease), license, letting, concession, occupancy agreement, sublease to which Property Owner Borrower or Lessee Borrower is a party or has a consent right, or other agreement (whether written or oral and whether now or hereafter in effect) under which ACEP is a lessor, existing as of the date of this Indenture or hereafter entered into by ACEP, in each case pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in any of the Properties, and every modification or amendment thereof, and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, excluding short-term agreements in the ordinary course of business pursuant to which hotel rooms and facilities are made available to individual hotel guests.

     “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

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     “Lessee Borrower” means, individually or collectively as the context requires, each Hotel Lessee Borrower and Casino Lessee Borrower.

     “Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

     “Material Gaming License” means any Gaming License that the loss, suspension, revocation, termination or material impairment of which, individually or in the aggregate, would materially adversely affect any Property and such Property is the principal asset of a Significant Subsidiary or if such Property (considered separately) would constitute a Significant Subsidiary if it were the only asset in a Significant Subsidiary.

     “Moody’s” means Moody’s Investors Service, Inc.

     “Mortgage” means that certain deed of trust, assignment of rents and leases, security agreement and fixture filing encumbering the Properties executed by Property Owner Borrower as of the date of this Indenture, as the same may from time to time be modified or replaced in accordance herewith.

     “Net Asset Sale Proceeds” means the aggregate cash proceeds and Cash Equivalents received by ACEP or any of its Subsidiaries in respect of any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case after taking into account any available tax credits or deductions and any tax sharing arrangements, and any reserve for adjustment or indemnification obligations in respect of the sale price of such asset or assets established in accordance with GAAP.

     “Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

     (1) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with:

     (a) any Asset Sale; or

     (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

     (2) any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss).

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     “Net Loss Proceeds” means the aggregate cash proceeds received by ACEP or any of its Subsidiaries in respect of any Event of Loss, including, without limitation, insurance proceeds, condemnation awards or damages awarded by any judgment, net of the direct costs in recovery of such Net Loss Proceeds (including, without limitation, legal, accounting, appraisal and insurance adjuster fees and expenses), amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Event of Loss and any taxes paid or payable as a result thereof (including, without limitation, any taxes paid or payable by an owner of ACEP or any Subsidiary).

     “Nevada Gaming Authorities” means the Nevada State Gaming Control Board, the Nevada Gaming Commission, Clark County, Nevada and the City of Las Vegas, Nevada.

     “Non-U.S. Person” means a Person who is not a U.S. Person.

     “Note Documents” means this Indenture, the Notes and the Security Documents.

     “Note Guarantee” means the Guarantee by each Guarantor of the Issuer’s obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.

     “Notes” has the meaning assigned to it in the preamble to this Indenture.

     “Obligations” means any principal (including reimbursement obligations with respect to letters of credit whether or not drawn), interest (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Secured Debt Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), fees, indemnifications, reimbursements, expenses and other liabilities payable under the documentation governing any Indebtedness.

     “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

     “Officers’ Certificate” means a certificate signed on behalf of the applicable Issuer by two Officers of such Issuer, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of such Issuer, that meets the requirements of Section 13.05 hereof.

     “Operating Lease” means, individually or collectively as the context requires, each Hotel Operating Lease and Casino Operating Lease.

     “Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 13.05 hereof. The counsel may be an employee of or counsel to the Issuers or the Trustee.

     “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

     “Permitted Business” means the casino gaming, hotel, retail, conference center and entertainment mall and resort business (including, without limitation, the business contemplated by the Properties in the offering circular) and any activity or business incidental, directly related or similar thereto (including owning interests in Subsidiaries, operating a conference center and meeting facilities, owning and

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operating or licensing the operation of retail and entertainment facilities and acting as manager or consultant to Affiliates or third parties engaged in such business), or any business or activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

     “Permitted Investments” means:

     (1) any Investment in ACEP or in a Subsidiary of ACEP that is a Guarantor;

     (2) any Investment in cash and Cash Equivalents;

     (3) any Investment by ACEP or any Subsidiary of ACEP in a Person, if as a result of such Investment:

     (a) such Person becomes a Subsidiary of ACEP and a Guarantor; or

     (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, ACEP or a Subsidiary of ACEP that is a Guarantor;

     (4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.16 hereof;

     (5) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of ACEP;

     (6) any Investments received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred in the ordinary course of business of ACEP or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (b) litigation, arbitration or other disputes;

     (7) loans or advances to employees made in the ordinary course of business of ACEP or any Subsidiary of ACEP in an aggregate principal amount not to exceed $500,000 at any one time outstanding;

     (8) repurchases of the Notes;

     (9) any guarantee of Indebtedness permitted to be incurred by Section 4.09 hereof other than a guarantee of Indebtedness of an Affiliate of ACEP that is not a Subsidiary of ACEP;

     (10) any Investment existing on, or made pursuant to binding commitments existing on, the date of this Indenture and any Investment consisting of an extension, modification or renewal of any Investment existing on, or made pursuant to a binding commitment existing on, the date of this Indenture; provided that the amount of any such Investment may be increased (a) as required by the terms of such Investment as in existence on the date of this Indenture or (b) as otherwise permitted under this Indenture;

     (11) Investments acquired after the date of this Indenture as a result of the acquisition by ACEP or any Subsidiary of ACEP of another Person, including by way of a merger, amalgamation or consolidation with or into ACEP or any of its Subsidiaries in a transaction that is not prohibited by Section 5.01 hereof after the date of this Indenture to the extent that such

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Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

     (12) any grant to any Subsidiary of ACEP of gaming or other rights derivative of any Material Gaming License; and

     (13) any Investment by ACEP or any of its Subsidiaries in a Permitted Business having an aggregate Fair Market Value (measured at the time made and without giving effect to subsequent changes in value), taken together with all other Investments made pursuant to this clause (13) that are at the time outstanding, not to exceed $10.0 million; provided, such amount shall be increased by an additional $5.0 million on June 15, 2010 and each anniversary thereof while the Notes remain outstanding.

     “Permitted Liens” means:

     (1) liens created by or granted pursuant to any Credit Facility that are pari passu with or, at the option of ACEP, subordinated to the Liens created by or pursuant to the Security Documents to secure the Notes; provided, that the incurrence of such Lien is subject to the Secured Debt Representative of the Indebtedness secured by such Lien entering into a Collateral Trust Joinder to the collateral trust agreement in the form attached thereto and agreeing to be bound thereby;

     (2) pledges or deposits under workmen’s compensation laws, unemployment insurance laws or similar legislation or regulatory requirements, deposits made in the ordinary course to secure liability to insurance carriers; good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or to leases to which ACEP or any of its Subsidiaries is a party; deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secured, bid, surety or appeal bonds to which such Person is a party; deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

     (3) the Liens created by or pursuant to the Security Documents;

     (4) all Liens and other matters specifically disclosed on Schedule B of the Qualified Title Insurance Policies issued to the Collateral Trustee in connection with the issuance of the Notes;

     (5) Liens for Taxes, assessments or other governmental charges not yet delinquent or which are being contested in good faith by appropriate proceedings diligently conducted; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefore;

     (6) Liens imposed by law, such as carriers’, warehousemen’s, materialmen’s and mechanic’s Liens incurred in the ordinary course of business, in each case for sums not yet due or being contested in good faith by appropriate proceedings, provided that the holder of such Lien has not commenced foreclosure proceedings in respect of such Lien;

     (7) any attachment, award or judgment Lien, provided that the judgment it secures shall, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall have been discharged within 60 days after the expiration of any such

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stay, provided that the holder of such Lien has not commenced foreclosure proceedings in respect of such Lien;

     (8) Liens existing on the date of this Indenture;

     (9) Liens created in connection with Capital Lease Obligations, mortgage financings or purchase money obligations to the extent such Indebtedness permitted to be incurred pursuant to Section 4.09(b)(6) hereof;

     (10) Liens in favor of issuers of performance and surety bonds or bid bonds with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of ACEP or any of its Subsidiaries in the ordinary course of business;

     (11) (i) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of ACEP or any of its Subsidiaries or to the ownership of its properties which in each case were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person, (ii) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of ACEP or any of its Subsidiaries and do not secure any Indebtedness and (iii) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by ACEP and its Subsidiaries in the ordinary course of business;

     (12) Liens on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such Subsidiary; provided, further, that such Liens may not extend to any other property owned by the ACEP or any other Subsidiary of ACEP;

     (13) (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (ii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into by ACEP or any of its Subsidiaries in the ordinary course of business; and (iii) Liens on specific items of inventory of other goods and proceeds of any ACEP or any of its Subsidiaries securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

     (14) Liens to secure cash management services or to implement cash pooling arrangements in the ordinary course of business;

     (15) Liens arising by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository institution;

     (16) grants of software and other technology licenses in the ordinary course of business;

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     (17) Liens arising out of conditional sale, title retention, consignment or similar arrangement for the sale of goods in the ordinary course of business; and

     (18) Liens on the equipment of ACEP or any Subsidiary granted in the ordinary course of business to ACEP’s or such Subsidiary’s client at which such equipment is located.

     “Permitted Prior Liens” means:

     (1) Liens described in clauses (8), (9) and (12) of the definition of “Permitted Liens” under this Indenture; and

     (2) Permitted Liens that arise by operation of law and are not voluntarily granted, to the extent entitled by law to priority over the Liens created by the Security Documents.

     “Permitted Refinancing Indebtedness” means any Indebtedness of ACEP or any of its Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of ACEP or any of its Subsidiaries (other than intercompany Indebtedness); provided that:

     (1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

     (2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity that is (a) equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged or (b) more than 90 days after the final maturity date of the Notes;

     (3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the holders of Notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

     (4) such Indebtedness is incurred either by ACEP or by the Subsidiary of ACEP that was the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and is guaranteed only by Persons who were obligors on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

     “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

     “Pledge and Security Agreement” means that certain Pledge and Security Agreement, dated as of the date hereof, among the Issuers, each of the subsidiaries of ACEP party thereto and the Collateral Trustee.

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     “Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

     “Properties” means the Stratosphere, the Aquarius Casino Resort, Arizona Charlie’s Decatur and Arizona Charlie’s Boulder. A “Property” means any of the foregoing Properties and other properties that may be acquired.

     “Property Owner Borrower” means, W2007 Stratosphere Propco, L.P., W2007 Stratosphere Land Propco, L.P., W2007 Aquarius Propco, L.P., W2007 Arizona Charlie’s Propco, L.P. and W2007 Fresca Propco, L.P., individually or collectively as the context may require.

     “QIB” means a “qualified institutional buyer” as defined in Rule 144A.

     “Qualified Title Insurance Policy” means an ALTA extended coverage mortgagee’s title insurance policy for each of the Properties.

     “Registration Rights Agreement” means the Registration Rights Agreement, dated as of August 14, 2009, between the Issuers, the Guarantors and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time.

     “Regulation S” means Regulation S promulgated under the Securities Act.

     “Regulation S Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 903 of Regulation S.

     “Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and who has direct responsibility for the administration of this Indenture, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject, and who has direct responsibility for the administration of this Indenture.

     “Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

     “Restricted Global Note” means a Global Note bearing the Private Placement Legend.

     “Restricted Investment” means an Investment other than a Permitted Investment.

     “Rule 144” means Rule 144 promulgated under the Securities Act.

     “Rule 144A” means Rule 144A promulgated under the Securities Act.

     “Rule 903” means Rule 903 promulgated under the Securities Act.

     “Rule 904” means Rule 904 promulgated under the Securities Act.

     “S&P” means Standard & Poor’s Ratings Group.

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     “Sale of Collateral” means any Asset Sale involving a sale, lease or other disposition of Collateral.

     “SEC” means the Securities and Exchange Commission, or any governmental authority succeeding to any of its principal functions.

     “Secured Debt” means:

     (1) the Notes issued on the date of this Indenture (including any related Exchange Notes); and

     (2) Indebtedness under any Credit Facility that is secured Equally and Ratably with the Notes by a Secured Debt Lien that was permitted to be incurred and so secured under each applicable Secured Debt Document;

     provided, in the case of any Indebtedness referred to in clause (2) of this definition, that:

     (a) on or before the date on which such Indebtedness is incurred by any Issuer or any Guarantor, such Indebtedness is designated by the Issuers as “Secured Debt” for the purposes of the Secured Debt Documents in an additional secured debt designation executed and delivered in accordance with the collateral trust agreement;

     (b) the Secured Debt Representative for such Indebtedness executes and delivers a Collateral Trust Joinder; and

     (c) all other requirements set forth in the collateral trust agreement have been complied with.

     “Secured Debt Documents” means, collectively, the Note Documents and this Indenture, credit agreement or other agreement governing each other Series of Secured Debt and the Security Documents.

     “Secured Debt Lien” means a Lien granted by a Security Document to the Collateral Trustee, at any time, upon any property of any Issuer or any Guarantor to secure Secured Debt Obligations.

     “Secured Debt Obligations” means Secured Debt and all other Obligations in respect thereof.

     “Secured Debt Representative” means:

     (1) in the case of the Notes, the Trustee; or

     (2) in the case of any other Series of Secured Debt, the trustee, agent or representative of the holders of such Series of Secured Debt who maintains the transfer register for such Series of Secured Debt and (A) is appointed as a Secured Debt Representative (for purposes related to the administration of the Security Documents) pursuant to this Indenture, credit agreement or other agreement governing such Series of Secured Debt, together with its successors in such capacity and (B) that has executed a Collateral Trust Joinder.

     “Secured Indebtedness Leverage Ratio” means, with respect to any Person, as of the date of determination, the ratio of (i) First Priority Lien Obligations of such Person and its Subsidiaries as of such date (determined on a consolidated basis in accordance with GAAP) to (ii) Consolidated EBITDA of such Person and its Subsidiaries for the four most recently ended full fiscal quarters for which internal financial

21

statements are available immediately preceding such date on which additional Indebtedness is incurred. In the event that the Issuers or any of their Subsidiaries incurs, assumes, guarantees, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which the Secured Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured Indebtedness Leverage Ratio is made, then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect (in accordance with Regulation S-X under the Securities Act) to such incurrence, assumption, Guarantee, repayment or redemption of Indebtedness as of the same had occurred at the beginning of the applicable four-quarter period.

     In addition, for purposes of calculating the Secured Indebtedness Leverage Ratio:

     (1) acquisitions that have been made by the specified Person or any of its Subsidiaries, including through mergers or consolidations, or any Person or any of its Subsidiaries acquired by the specified Person or any of its Subsidiaries, and including all related financing transactions and including increases in ownership of Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the date of determination, or that are to be made on the date of determination, will be given pro forma effect (in accordance with Regulation S-X under the Securities Act) as if they had occurred on the first day of the four-quarter reference period;

     (2) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the date of determination, will be excluded;

     (3) any Person that is a Subsidiary on the date of determination will be deemed to have been a Subsidiary at all times during such four-quarter period; and

     (4) any Person that is not a Subsidiary on the date of determination will be deemed not to have been a Subsidiary at any time during such four-quarter period.

     “Secured Parties” means the holders of Secured Debt Obligations and the Secured Debt Representatives.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Security Documents” means the collateral trust agreement, each Collateral Trust Joinder and all security agreements, pledge agreements, collateral assignments, mortgages, collateral agency agreements, control agreements, deeds of trust or other grants or transfers for security executed and delivered by any Issuer or any Guarantor creating (or purporting to create) a Lien upon Collateral in favor of the Collateral Trustee, for the benefit of the Secured Parties, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and terms of the collateral trust agreement.

     “Series of Secured Debt” means, severally, the Notes and each other issue or series of Secured Debt for which a single transfer register is maintained.

     “Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

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     “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation
S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date of this Indenture.

     “Special Interest” has the meaning assigned to that term pursuant to the Registration Rights Agreement.

     “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of this Indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

     “Stratosphere” means that certain hotel, casino, tower and vacant land located on approximately 34 acres at 2000 Las Vegas Boulevard South, Las Vegas, Nevada, together with all other improvements (including any buildings) and property thereon as described in the Mortgage and all related easements and other property agreements.

     “Subsidiary” means, with respect to any specified Person:

     (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

     (2) any partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

     “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

     “Taxes” means all real estate and personal property taxes, assessments, fees, taxes on rents or rentals, water rates or sewer rents, facilities and other governmental, municipal and utility district charges or other similar taxes or assessments now or hereafter levied or assessed or imposed against the Properties or ACEP with respect to the Properties or rents therefrom or which may become Liens upon any of the Properties, without deduction for any amounts reimbursable to ACEP by third parties.

     “Trade Payables” means unsecured amounts payable by or on behalf of ACEP for or in respect of the operation of the Properties in the ordinary course and which would under GAAP be regarded as ordinary expenses, including amounts payable to suppliers, vendors, contractors, mechanics, materialmen or other Persons providing property or services to the Properties or ACEP and the capitalized amount of any ordinary-course financing leases.

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     “Transactions” means the offering of the Notes hereby and the concurrent repayment of ACEP’s existing senior secured term loan, which is governed by the Loan Agreement, dated as of June 25, 2009, among Goldman Sachs Commercial Mortgage Capital, L.P., as initial lender, ACEP, each other party identified as a borrower on the signature pages thereto, Archon Group, L.P., as administrative agent, and Wells Fargo Bank, N.A., as collateral agent.

     “Treasury Management Arrangement” means any agreement or other arrangement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

     “Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to June 15, 2012; provided, however, that if the period from the redemption date to June 15, 2012, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

     “Trustee” means The Bank of New York Mellon until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

     “Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

     “Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.

     “U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

     “VoteCo” means W2007/ACEP Managers Voteco, LLC, a Delaware limited liability company.

     “Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

     “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

     (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

     (2) the then outstanding principal amount of such Indebtedness.

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     “Wholly-Owned Subsidiary” of any specified Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) will at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

Section 1.02 Other Definitions.

	Defined in
Term	Section
“Affiliate Transaction”		4.12
“Asset Sale Offer”		3.10
“Authentication Order”		2.02
“Change of Control Offer”		4.16
“Change of Control Payment”		4.16
“Change of Control Payment Date”		4.16
“Covenant Defeasance”		8.03
“DTC”		2.03
“Event of Default”		6.01
“Excess Proceeds”		4.10
“incur”		4.09
“Legal Defeasance”		8.02
“Offer Amount”		3.10
“Offer Period”		3.10
“Paying Agent”		2.03
“Payment Account”		4.01
“Permitted Debt”		4.09
“Payment Default”		6.01
“Purchase Date”		3.10
“Registrar”		2.03
“Restricted Payments”		4.07

Section 1.03 Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

     The following TIA terms used in this Indenture have the following meanings:

     “indenture securities” means the Notes;

     “indenture security Holder” means a Holder of a Note;

     “indenture to be qualified” means this Indenture;

     “indenture trustee” or “institutional trustee” means the Trustee; and

     “obligor” on the Notes and the Note Guarantees means the Issuers and the Guarantors, respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively.

     All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

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Section 1.04 Rules of Construction.

     Unless the context otherwise requires:

     (1) a term has the meaning assigned to it;

     (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

     (3) “or” is not exclusive;

     (4) words in the singular include the plural, and in the plural include the singular;

     (5) “will” shall be interpreted to express a command;

     (6) provisions apply to successive events and transactions; and

     (7) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time.

ARTICLE 2
THE NOTES

Section 2.01 Form and Dating.

     (a) General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.

     The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

     (b) Global Notes. Notes issued in global form will be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or, if the Custodian and the Trustee are not the same Person, by the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

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Section 2.02 Execution and Authentication.

     At least one Officer of each Issuer must sign the Notes for the Issuers by manual, portable document format (“pdf”) or facsimile signature.

     If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

     A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture.

     The Trustee will, upon receipt of a written order of the Company signed by an Officer of each of the Issuers (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture up to the aggregate principal amount stated in paragraph 4 of the Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuers pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof.

     The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate and deliver the Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication and delivery by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.

Section 2.03 Registrar and Paying Agent.

     The Issuers will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Issuers will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

     The Issuers initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

     The Issuers initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

     The Issuers will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium on, if any, interest or Special Interest, if any, on, the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) will have no

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further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuers, the Trustee will serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

     The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Issuers will furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with TIA § 312(a).

Section 2.06 Transfer and Exchange.

     (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuers for Definitive Notes if:

     (1) the Issuers delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuers within 120 days after the date of such notice from the Depositary; or

     (2) the Issuers in their sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee.

     Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

     (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

     (1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer

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restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than the Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

     (2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

     (A) both:

     (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

     (ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

     (B) both:

     (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

     (ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above.

Upon consummation of an Exchange Offer by the Issuers in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

     (3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

     (A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

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     (B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

     (C) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

     (4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and:

     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of either of the Issuers;

     (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

     (D) the Registrar receives the following:

     (i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

     (ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

     If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an

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Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

     Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

     (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

     (1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

     (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

     (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

     (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

     (D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

     (E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

     (F) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

     (G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global

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Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

     (2) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of either of the Issuers;

     (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

     (D) the Registrar receives the following:

     (i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

     (ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

     (3) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal

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amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3)will not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

     (1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

     (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

     (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

     (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

     (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

     (E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

     (F) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

     (G) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

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the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note.

     (2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of either of the Issuers;

     (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

     (D) the Registrar receives the following:

     (i) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

     (ii) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

     Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

     (3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.

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Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

     If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

     (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

     (1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

     (A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

     (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

     (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

     (2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of either of the Issuers;

     (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

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     (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

     (D) the Registrar receives the following:

     (i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

     (ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

     (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

     (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuers will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate:

     (1) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of either of the Issuers; and

     (2) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of either of the Issuers.

     Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount. The Trustee is not responsible for any determination of the Issuers with respect to a Letter of Transmittal and may rely solely on the Authentication Order delivered to it.

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     (g) Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1) Private Placement Legend.

     (A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.”

     (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

     (2) Global Note Legend. Each Global Note will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A

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NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

     (3) Original Issue Discount Legend. Each Note will bear a legend in substantially the following form:

“FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS SECURITY, THE ISSUE PRICE IS $830, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $170, THE ISSUE DATE IS AUGUST 14, 2009 AND THE YIELD TO MATURITY IS 16.220% PER ANNUM.”

     (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

     (i) General Provisions Relating to Transfers and Exchanges.

     (1) To permit registrations of transfers and exchanges, the Issuers will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

     (2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.10, 4.10, 4.11, 4.16 and 9.05 hereof).

     (3) The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

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     (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

     (5) Neither the Registrar nor the Issuers will be required:

     (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;

     (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part;

     (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date; or

     (D) to register the transfer of or to exchange a Note tendered and not withdrawn in connection with a Change of Control Offer, an Asset Sale Offer or an Event of Loss Offer.

     (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

     (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

     (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Section 2.07 Replacement Notes.

     (a) If any mutilated Note is surrendered to the Trustee or the Issuers and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuers will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers and the Trustee may charge for their expenses in replacing a Note.

     (b) Every replacement Note is an additional obligation of the Issuers and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

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Section 2.08 Outstanding Notes.

     (a) The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuers or an Affiliate of an Issuer holds the Note.

     (b) If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

     (c) If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

     (d) If the Paying Agent (other than the Issuers, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09 Treasury Notes.

     In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with an Issuer or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded.

Section 2.10 Temporary Notes.

     Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes. Without unreasonable delay, the Issuers will prepare and the Trustee will, upon receipt of an Authentication Order, authenticate definitive Notes in exchange for temporary Notes.

     Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

Section 2.11 Cancellation.

     The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will destroy or dispose of canceled Notes (subject to the record retention requirement of the Exchange Act). Confirmation of the destruction or disposal of all canceled Notes will be delivered to the Issuers. The Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.

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Section 2.12 Defaulted Interest.

     If the Issuers default in a payment of interest on the Notes, they will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuers will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

ARTICLE 3
REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

     If the Issuers elect to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, they must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth:

     (1) the clause of this Indenture pursuant to which the redemption shall occur;

     (2) the redemption date;

     (3) the principal amount of Notes to be redeemed; and

     (4) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

     (a) If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes for redemption or purchase on a pro rata basis (or, in the case of Notes issued in global form pursuant to Article 2 hereof, based on a method that most nearly approximates a pro rata selection as the Trustee deems fair and appropriate) unless otherwise required by law or applicable stock exchange or depositary requirements.

     (b) In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

     (c) The Trustee will promptly notify the Issuers in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or

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purchase. The Trustee’s determination of Notes for purchase or redemption shall be final and binding on all parties.

Section 3.03 Notice of Redemption.

     (a) Subject to the provisions of Section 3.10 hereof, at least 30 days but not more than 60 days before a redemption date, the Issuers will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 and 11 hereof.

     (b) The notice will identify the Notes to be redeemed and will state:

     (1) the redemption date;

     (2) the redemption price;

     (3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note;

     (4) the name and address of the Paying Agent;

     (5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

     (6) that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

     (7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

     (8) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

     (c) At the Issuers’ request, the Trustee will give the notice of redemption in the Issuers’ name and at their expense; provided, however, that the Issuers have delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. The notice, if mailed in the manner provided herein, shall be presumed to have been given, whether or not the Holder receives such notice.

Section 3.04 Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. Interest, if any, on Notes called for redemption ceases to accrue on and after the redemption date, unless the Issuers default in making the applicable redemption payment. A notice of redemption may not be conditional.

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Section 3.05 Deposit of Redemption or Purchase Price.

     (a) Not later than 10:00 a.m., New York City time, on the redemption or purchase date, the Issuers will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest and Special Interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and Special Interest, if any, on, all Notes to be redeemed or purchased. The Trustee shall deposit all funds received from the Issuers with respect to redemption or purchase under this Article 3 into the Payment Account.

     (b) If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

     Upon surrender of a Note that is redeemed or purchased in part, the Issuers will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered.

Section 3.07 Optional Redemption.

     (a) At any time prior to June 15, 2012, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 111% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Special Interest, if any, to the date of redemption (subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of an Equity Offering by ACEP; provided that:

     (1) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Issuers and their Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

     (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.

     (b) In addition, not more than once during each twelve-month period ending on June 15 of 2010, 2011 and 2012, the Issuers may redeem up to 5% of the aggregate principal amount of Notes issued on the date of this Indenture, in each such twelve-month period, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 102% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Special Interest, if any, to the date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date).

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     (c) At any time prior to June 15, 2012, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

     (d) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuers’ option prior to June 15, 2012.

     (e) On or after June 15, 2012, the Issuers may on any one or more occasions redeem all or a part of the notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Special Interest, if any, on the notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on June 15 of the years indicated below, subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2012		105.500	%
2013 and thereafter		100.000	%

     Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the notes or portions thereof called for redemption on the applicable redemption date.

     (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08 Mandatory Disposition Pursuant to Gaming Laws.

     If the Gaming Authority of any jurisdiction in which the Issuers or any of their subsidiaries do business, now or in the future, requires that a Person who is a Holder or the Beneficial Owner of Notes be licensed, qualified or found suitable under applicable Gaming Laws and such Holder or Beneficial Owner, as the case may be, does not receive a license or is found unsuitable, the Issuers shall have the right, at their option, to either require such Person to dispose of its Notes or beneficial interest therein within 30 days (or such earlier date as required by the applicable Gaming Laws or Gaming Authority), or redeem such Notes. If the Issuers choose to redeem such Notes, they shall redeem such Notes at a redemption price for each $1,000 principal amount of notes equal to:

     (a) the lesser of

     (1) $1,000 plus accrued and unpaid interest, including Special Interest, if any, to a date specified by the Issuers or

     (2) the price at which such Holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest, including Special Interest, if any, to a date specified by the Issuers; or

     (b) such other amount as may be required by applicable law or by order of any applicable Gaming Authority.

     It is understood and agreed that Nevada Gaming Laws limit the rights of ACEP, the Trustee, the Holders and the beneficial owners of the Notes as follows: (i) failure to file an application and the

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required deposit, when required to do so by Nevada Gaming Laws or any Gaming Authority, within the time frame prescribed by Nevada Gaming Laws or such Gaming Authority may result in the Person being denied a license or found unsuitable; (ii) any Person denied a license or found unsuitable shall not hold directly or indirectly the beneficial ownership of any voting security, nonvoting security or debt security of a company registered with the Nevada Gaming Commission (such as ACEP) beyond the time prescribed by the Nevada Gaming Commission; (iii) ACEP may be prohibited from paying any person denied a license or found unsuitable any dividend or interest on such security after the date on which ACEP receives notice of the finding; (iv) the person denied a license or found unsuitable shall not directly or indirectly continue to hold any voting security, nonvoting security or debt security in ACEP or its subsidiaries beyond the time prescribed by the Nevada Gaming Commission; and (v) ACEP may be prohibited from paying the person more for its interest than such person paid for such interest or the fair market value of such interest on the date of the denial of such license or finding of unsuitability. In no event shall the Trustee incur any liability as a result of any Person not being licensed or qualified or being found unsuitable under Nevada Gaming Law.

Section 3.09 Mandatory Redemption.

     Other than in connection with the provisions described in Section 3.08, the Issuers are not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.10 Offer to Purchase by Application of Excess Proceeds.

     (a) In the event that the Issuers are required to commence an offer to all Holders to purchase Notes pursuant to Section 4.10 hereof (an “Asset Sale Offer”) or pursuant to Section 4.11 hereof (an “Event of Loss Offer”), ACEP will follow the procedures specified in Section 4.10 or Section 4.11, as applicable.

     (b) The Asset Sale Offer or the Event of Loss Offer, as the case may be, shall be made to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets. The Asset Sale Offer or Event of Loss Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers will purchase of Notes and such other pari passu Indebtedness (on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered, if applicable) in the amount required pursuant to Section 4.10 or Section 4.11, as applicable (the “Offer Amount”), or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer or Event of Loss Offer, as applicable. Payment for any Notes so purchased will be made in the same manner as interest payments are made.

     (c) If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Special Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or Event of Loss Offer, as applicable.

     (d) Upon the commencement of an Asset Sale Offer of Event of Loss Offer, as the case may be, the Issuers will send, by first class mail, a notice to each of the Holders, with a copy by overnight mail to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to

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tender Notes pursuant to the Asset Sale Offer or Event of Loss Offer, as applicable. The notice, which will govern the terms of the Asset Sale Offer or the Event of Loss Offer, as the case may be, will state:

     (1) that the Asset Sale Offer or Event of Loss Offer, as applicable, is being made pursuant to this Section 3.10 and Section 4.10 or Section 4.11, as applicable, hereof and the length of time the Asset Sale Offer or Event of Loss Offer, as the case may be, will remain open;

     (2) the Offer Amount, the purchase price and the Purchase Date;

     (3) that any Note not tendered or accepted for payment will continue to accrue interest and Special Interest, if any;

     (4) that, unless the Issuers defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Asset Sale Offer or Event of Loss Offer, as applicable, will cease to accrue interest and Special Interest, if any, after the Purchase Date;

     (5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer or Event of Loss Offer, as applicable, may elect to have Notes purchased in denominations of $2,000 or an integral multiple of $1,000 in excess thereof;

     (6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer or Event of Loss Offer, as the case may be, will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

     (7) that Holders will be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

     (8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the Offer Amount, the Issuers will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased); and

     (9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

     (e) On or before the Purchase Date, the Issuers will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the portion of the Offer Amount of Notes attributable to the Notes tendered pursuant to the Asset Sale Offer or Event of Loss Offer, as applicable, or if less than the portion of the Offer Amount attributable to the Notes has been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 3.10. The Issuers, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or

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deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers will promptly issue a new Note, and the Trustee, upon written request from the Issuers, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers will publicly announce the results of the Asset Sale Offer or Event of Loss Offer, as the case may be, on the Purchase Date.

     Other than as specifically provided in this Section 3.10, any purchase pursuant to this Section 3.10 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

ARTICLE 4
COVENANTS

Section 4.01 Payment of Notes.

     The Issuers will pay or cause to be paid the principal of, premium on, if any, interest and Special Interest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Special Interest, if any, will be considered paid on the date due if the Paying Agent, if other than an Issuer or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. The Issuers will pay all Special Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Trustee will establish a payment account (the “Payment Account”) into which the Issuers shall deposit such funds for the payment of principal, interest and Special Interest, if any, on such due dates. Upon the failure or inability of the Paying Agent to make any payment of principal, interest, Special Interest, if any, redemption or purchase amounts on the payment date for any such amounts, the Paying Agent will in no event be responsible or liable for interest on such overdue payments in the amounts stated in Section 3.05(b) or this Section 4.01.

     The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

     The Issuers will maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers fail to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

     The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Issuers of their obligation to maintain an office or agency in the Borough of Manhattan, the City of

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New York for such purposes. The Issuers will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

     The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.03 hereof.

Section 4.03 Reports.

     (a) Whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, ACEP will furnish to the Holders or cause the Trustee to furnish to the Holders (or file with the SEC for public availability), within the time periods specified in the SEC’s rules and regulations:

     (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if ACEP were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by ACEP’s certified independent accountants; and

     (2) all current reports that would be required to be filed with the SEC on Form 8-K if ACEP were required to file such reports.

     (b) All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, ACEP will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods.

     (c) If, at any time, ACEP is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, ACEP will nevertheless continue filing the reports specified in the preceding paragraphs with the SEC within the time periods specified above unless the SEC will not accept such a filing. ACEP will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept ACEP’s filings for any reason, ACEP will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if ACEP were required to file those reports with the SEC.

     (d) In addition, the Issuers and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by the preceding paragraphs, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act

     (e) The Issuers will also:

     (1) within 15 business days after furnishing to the Trustee the annual and quarterly reports required by Section 4.03(a)(1) hereof, hold a conference call to discuss such reports and the results of operations for the relevant reporting period; and

     (2) provide notice no fewer than three business days prior to the date of the conference call required to be held in accordance with this paragraph, announcing the time and date of such conference call and either including all information necessary to access the call or

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directing noteholders, prospective investors, broker-dealers and securities analysts to contact the appropriate person at ACEP to obtain such information.

Section 4.04 Compliance Certificate.

     (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuers and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to his or her knowledge the Issuers have kept, observed, performed and fulfilled their obligations under this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers is taking or proposes to take with respect thereto) and that to his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium on, if any, interest or Special Interest, if any, on, the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

     (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.03(a)(1) above shall be accompanied by a written statement of ACEP’s independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that ACEP has failed to comply with the provisions of Article 4 or Article 5 hereof insofar as they relate to financial or accounting matters or, if an event of noncompliance has come to their attention, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such event of noncompliance.

     (c) So long as any of the Notes are outstanding, ACEP will deliver to the Trustee, within five Business Days after any Officer becomes aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action ACEP is taking or proposes to take with respect thereto.

Section 4.05 Taxes.

     The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

     The Issuers and each of the Guarantors covenants (to the extent that they may lawfully do so) that they will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuers and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the

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execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07 Restricted Payments.

     (a) ACEP will not, and will not permit any of its Subsidiaries to, directly or indirectly:

     (1) declare or pay any dividend or make any other payment or distribution on account of ACEP’s or any of its Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving ACEP or any of its Subsidiaries) or to the direct or indirect holders of ACEP’s or any of its Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of ACEP and other than dividends or distributions payable to ACEP or a Subsidiary of ACEP);

     (2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving ACEP) any Equity Interests of ACEP or any direct or indirect parent of ACEP;

     (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of ACEP or any of its Subsidiaries (excluding any intercompany Indebtedness between or among ACEP and any of its Subsidiaries), that is not Permitted Debt; or

     (4) make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”).

     (b) So long as no Default or Event of Default has occurred and is continuing or would be caused thereby, the provisions of Section 4.07(a) hereof will not prohibit:

     (1) the payment of any dividend, the making of any distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Indenture;

     (2) the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of ACEP) of, Equity Interests of ACEP (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to ACEP, the proceeds of the exercise or warrants, options or other similar instruments or the conversion of debt or Disqualified Stock to common equity, in all cases after the date of the indenture; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will not be considered to be net cash proceeds from an Equity Offering for purposes of Section 3.07 hereof; provided, further, that in the case of any Restricted Investment, the sale or contribution need not be substantially concurrent;

     (3) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Subsidiary of ACEP to the holders of its Equity Interests on a pro rata basis;

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     (4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of ACEP or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

     (5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of ACEP or any Subsidiary of ACEP held by any current or former officer, director or employee of ACEP or any of its Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $750,000 in any twelve-month period;

     (6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;

     (7) payments of cash, dividends, distributions, advances or other Restricted Payments by ACEP or any of its Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the conversion or exchange of Capital Stock of any such Person; and

     (8) since the date of this Indenture, other Restricted Payments in an aggregate amount not to exceed $3.0 million at any time outstanding.

     The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by ACEP or such Subsidiary, as the case may be, pursuant to the Restricted Payment.

Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

     (a) ACEP will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to:

     (1) pay dividends or make any other distributions on its Capital Stock to ACEP or any of its Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to ACEP or any of its Subsidiaries;

     (2) make loans or advances to ACEP or any of its Subsidiaries; or

     (3) sell, lease or transfer any of its properties or assets to ACEP or any of its Subsidiaries.

     (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:

     (1) agreements in effect on the date of the indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken

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as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;

     (2) this Indenture, the Notes, the Note Guarantees and the Security Documents;

     (3) applicable law, rule, regulation or order (including, without limitation, any order of registration and any amendments thereto issued by the Nevada Gaming Authorities with respect to ACEP or any of its Subsidiaries);

     (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by ACEP or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;

     (5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;

     (6) purchase money obligations for property acquired and Capital Lease Obligations in the ordinary course of business;

     (7) any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition;

     (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

     (9) Liens permitted to be incurred under the provisions of Section 4.13 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;

     (10) provisions limiting the disposition or distribution of assets or property and other similar customary provisions in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment);

     (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

     (12) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case entered into in the ordinary course of business; and

     (13) secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof that limit the right of the debtor to dispose of the assets or properties securing the Indebtedness.

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Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.

     (a) ACEP will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and ACEP will not issue any Disqualified Stock and will not permit any of its Subsidiaries to issue any shares of preferred stock.

     (b) The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

     (1) the incurrence by ACEP of Indebtedness under a Credit Facility and the issuance and creation of letters of credit thereunder (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of ACEP and its Subsidiaries thereunder) up to an aggregate principal amount at any one time outstanding not to exceed $20.0 million; provided, that such Indebtedness may only be incurred if the Secured Indebtedness Leverage Ratio of ACEP and its Subsidiaries for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been less than or equal to 3.75 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such additional Indebtedness had been incurred at the beginning of such four-quarter period;

     (2) obligations contained in a customary owner’s affidavit to a title policy;

     (3) obligations to return or repay tenant security deposits;

     (4) contractual indemnity obligations entered into in the ordinary course of business in connection with the normal course of operation of the Properties;

     (5) the incurrence by the Issuers and the Guarantors of Indebtedness represented by the notes and the related Note Guarantees to be issued on the date of this Indenture and the Exchange Notes and the related Note Guarantees to be issued pursuant to the Registration Rights Agreement;

     (6) the incurrence by ACEP or any of its Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of ACEP or any of its Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (6), not to exceed $5.0 million at any time outstanding;

     (7) the incurrence by ACEP or any of its Subsidiaries of Indebtedness arising in respect of (i) letters of credit, bankers’ acceptances, worker’s compensation claims, payment obligations in connection with self-insurance or similar obligations and bid, appeal and surety bonds, in each case in the ordinary course of business and (ii) completion guarantees (to the extent that the incurrence thereof does not result in the incurrence of any direct or indirect obligation for the payment of borrowed money of others);

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     (8) the incurrence by ACEP or any of its Subsidiaries of Indebtedness arising from agreements of ACEP or its Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or properties or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or properties or a Subsidiary for the purpose of financing such acquisition; provided, however, that:

          (a) such Indebtedness is not reflected on the balance sheet of ACEP or any of its Subsidiaries (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this subclause (a)); and

          (b) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the net proceeds including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by ACEP and its Subsidiaries in connection with such disposition.

     (9) the incurrence by ACEP or any of its Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under clauses (5), (6), (9), (14) and (15) of this Section 4.09(b);

     (10) the incurrence by ACEP or any of the Guarantors of intercompany Indebtedness between or among ACEP and any of the Guarantors; provided, however, that: (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than ACEP or a Guarantor and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either ACEP or a Guarantor, will be deemed, in each case, to constitute an incurrence of such Indebtedness by ACEP or such Guarantor, as the case may be, that was not permitted by this clause (10);

     (11) the issuance by any of ACEP’s Subsidiaries to ACEP or to any of its Subsidiaries of shares of preferred stock; provided, however, that:

          (a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than ACEP or a Subsidiary of ACEP; and

          (b) any sale or other transfer of any such preferred stock to a Person that is not either ACEP or a Subsidiary of ACEP,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Subsidiary that was not permitted by this clause (11);

     (12) the guarantee by ACEP or any of the Guarantors of Indebtedness of ACEP or a Subsidiary of ACEP to the extent that the guaranteed Indebtedness was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the notes, then the Guarantee must be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

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     (13) the incurrence by ACEP or any of its Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days;

     (14) the incurrence by ACEP or any of its Subsidiaries of the Existing Indebtedness; and

     (15) the incurrence by ACEP or any of its Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (15), not to exceed $7.0 million.

     ACEP will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of ACEP or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of ACEP solely by virtue of being unsecured or by virtue of being secured on a junior priority basis.

     For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (15) above, ACEP will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09. The accrual of interest or preferred stock dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on preferred stock or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock for purposes of this covenant. For purposes of determining compliance with any U.S. dollar- denominated restriction on the incurrence of Indebtedness, the U.S. dollar- equivalent principal amount of Indebtedness denominated in a foreign currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that ACEP or any Subsidiary of ACEP may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

     The amount of any Indebtedness outstanding as of any date will be:

     (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

     (2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

     (3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

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     (A) the Fair Market Value of such assets at the date of determination; and

     (B) the amount of the Indebtedness of the other Person.

Section 4.10 Asset Sales.

     ACEP will not, and will not permit any of its Subsidiaries to, consummate an Asset Sale unless:

     (1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Asset Sale;

     (2) ACEP (or the applicable Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of;

     (3) with respect to any Asset Sale involving consideration or property in excess of $2.5 million, such Fair Market Value is evidenced by a resolution of the Board of Directors of ACEP set forth in an officers’ certificate delivered to the Trustee;

     (4) at least 75% of the consideration received in the Asset Sale by ACEP or such Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be cash:

     (A) any liabilities, as shown on ACEP’s most recent consolidated balance sheet, of ACEP or any Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or such Subsidiary’s obligations under any Note Guarantee) that are assumed by the transferee of any such assets;

     (B) any securities, notes or other obligations received by ACEP or any such Subsidiary from such transferee that converted by ACEP or such Subsidiary into cash within 180 days after receipt thereof, to the extent of the cash received in that conversion; and

     (C) any stock or assets of the kind referred to in clauses (1) or (3) of the next paragraph of this Section 4.10; and

     (5) in the case of a Sale of Collateral or the sale of the Capital Stock of any Subsidiary, in addition to compliance with clauses (1) through (4) above, ACEP (or the applicable Subsidiary, as the case may be) will deposit the Net Asset Sale Proceeds therefrom as Collateral in a segregated account (a “Collateral Proceeds Account”) (i) held by the collateral trustee to secure the Secured Debt Obligations and (ii) to be used by ACEP or the applicable Subsidiary in the manner described in the next two succeeding paragraphs.

     Within 360 days after the receipt of any Net Asset Sale Proceeds from an Asset Sale, which period may be extended for an additional 180 days with respect to any agreement signed within the initial 360 day period to apply the Net Asset Sale Proceeds as provided in clauses (1) through (3) below, ACEP (or the applicable Subsidiary, as the case may be) may apply such Net Asset Sale Proceeds (including those Net Asset Sale Proceeds held in a Collateral Proceeds Account):

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     (1) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Subsidiary of ACEP;

     (2) to make a capital expenditure and/or an expenditure in respect of FF&E to the extent permitted under this Indenture; or

     (3) to acquire other assets that are not classified as current assets under GAAP (or current assets that are incidental to such non-current assets) and that are used or useful in a Permitted Business;

provided, however, that with respect to any assets that are acquired or constructed with such Net Asset Sale Proceeds, ACEP or the applicable Subsidiary, as the case may be, promptly grants to the Collateral Trustee, on behalf of the present and future holders of the Secured Debt Obligations, a first-priority security interest on any such assets on the terms set forth in this Indenture and the Security Documents. Pending the final application of any Net Asset Sale Proceeds, ACEP (or the applicable Subsidiary) may otherwise invest the Net Asset Sale Proceeds in any manner that is not prohibited by this Indenture.

     Any Net Asset Sale Proceeds (including those Net Asset Sale Proceeds held in a Collateral Proceeds Account) from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $7.5 million, within 10 days thereof, the Issuers will make an offer (an “Asset Sale Offer”) on a pro rata basis to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem the maximum principal amount of notes and such other pari passu Indebtedness (plus all accrued interest on the Notes and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, those Excess Proceeds will be released from the Collateral Proceeds Account and ACEP may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis, based on the amounts tendered (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased) or required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

     The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.10 hereof or this Section 4.10, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.10 hereof or this Section 4.10 by virtue of such compliance.

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Section 4.11 Events of Loss.

     (a) In the case of an Event of Loss, ACEP or the affected Subsidiary, as the case may be, will deposit the Net Loss Proceeds received from such Event of Loss as Collateral in a Collateral Proceeds Account held by the Collateral Trustee to secure the Secured Debt Obligations. ACEP or the affected Subsidiary may apply such Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property or asset affected by such Event of Loss (the “Subject Property”) with no concurrent obligation to offer to purchase any of the Notes so long as ACEP delivers to the Trustee within 180 days of such Event of Loss the below (collectively the “Required Documentation”):

     (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 365 days of delivering such opinion; and

     (2) an Officers’ Certificate certifying that ACEP has available from the Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above.

     (b) If within 90 days, ACEP or the affected Subsidiary has not received the Required Documentation or, within 365 days, ACEP has not applied the Net Loss Proceeds pursuant to the above paragraph, any Net Loss Proceeds from any Event of Loss that are not reinvested or not permitted to be reinvested as provided in the preceding paragraph will constitute “Excess Loss Proceeds”; provided that such 365-day period may be extended by an additional 180 days, prior to the end of such 365-day period, if ACEP or the affected Subsidiary, as the case may be, receives new Required Documentation replacing the previous 365-day period with a 545-day period. When the aggregate amount of Excess Loss Proceeds exceeds $7.5 million, within five days thereof, the Issuers will make an offer (an “Event of Loss Offer”) on a pro rata basis to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Notes and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, those Excess Proceeds will be released from the Collateral Proceeds Account and ACEP may use those Excess Loss Proceeds for any purpose not otherwise prohibited by the indenture and the Security Documents. If the aggregate principal amount of notes and other pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Event of Loss Offer exceeds the amount of Excess Loss Proceeds, the trustee will select the notes to be purchased on a pro rata basis, based on the amounts tendered (with such adjustments as may be deemed appropriate by the Issuers so that only notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased) or required to be prepaid or redeemed. Upon completion of each Event of Loss Offer, the amount of Excess Loss Proceeds will be reset at zero.

     (c) In the event of an Event of Loss pursuant to clause (3) of the definition of “Event of Loss” with respect to any Collateral having a Fair Market Value (or replacement cost, if greater) in excess of $7.5 million, ACEP or the affected Subsidiary, as the case may be, will be required to receive consideration with respect to such Event of Loss and with respect to any Event of Loss of any portion of

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the hotel, casino or parking structure and other property comprising part of the Properties, at least 75% of such consideration shall be in the form of cash or Cash Equivalents.

     (d) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to a Change of Control Offer, an Asset Sale Offer or an Event of Loss Offer. To the extent that the provisions of any securities laws or regulations conflict with Sections 4.10, 4.11 or 4.16 hereof, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Sections 4.10, 4.11 or 4.16 hereof by virtue of such compliance.

Section 4.12 Transactions with Affiliates.

     (a) ACEP will not, and will not permit any of its Subsidiaries to, make any payment to or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of ACEP (each, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $500,000, unless:

     (1) the Affiliate Transaction is on terms that are no less favorable to ACEP or the relevant Subsidiary than those that would have been obtained in a comparable transaction by ACEP or such Subsidiary with an unrelated Person; and

     (2) ACEP delivers to the Trustee:

     (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $2.5 million, a resolution of the Board of Directors of ACEP set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.12(a); and

     (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, an opinion as to the fairness to ACEP or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

     (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.12(a) hereof:

     (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by ACEP or any of its Subsidiaries in the ordinary course of business and payments pursuant thereto;

     (2) transactions between or among ACEP and/or its Subsidiaries;

     (3) transactions with a Person that is an Affiliate of ACEP solely because ACEP owns, directly or through a Subsidiary, an Equity Interest in, or controls, such Person;

     (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of ACEP or any of its Subsidiaries;

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     (5) any issuance of Equity Interests (other than Disqualified Stock) of ACEP to Affiliates of ACEP;

     (6) Restricted Payments that do not violate Section 4.07 hereof;

     (7) payment of fees and expense reimbursements due pursuant to that certain Consulting Agreement, dated as of February 20, 2008, by and between ACEP and Highgate Hotels, L.P., as in effect on the date of this Indenture; and

     (8) the issuance or resale of the Notes and payments of interest or principal in connection with the Notes.

Section 4.13 Liens.

     ACEP will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness or Trade Payables on any asset, including, but not limited to the Capital Stock or other securities of any Subsidiary of ACEP, now owned or hereafter acquired, except Permitted Liens.

Section 4.14 Business Activities.

     ACEP will not, and will not permit any of its Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to ACEP and its Subsidiaries taken as a whole.

Section 4.15 Intentionally Omitted.

Section 4.16 Offer to Repurchase Upon Change of Control.

     (a) If a Change of Control occurs, each Holder of Notes will have the right to require the Issuers to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to a change of control offer (a “Change of Control Offer”) on the terms set forth in this Section 4.16. In the Change of Control Offer, the Issuers will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within ten days following any Change of Control, the Issuers will provide to the Trustee a notice to be mailed or otherwise transmitted by the Trustee to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

     (1) that the Change of Control Offer is being made pursuant to this Section 4.16 and that all Notes tendered will be accepted for payment;

     (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

     (3) that any Note not tendered will continue to accrue interest;

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     (4) that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

     (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

     (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and

     (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.

     The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.16, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.16 by virtue of such compliance.

     (b) On the Change of Control Payment Date, the Issuers will, to the extent lawful:

     (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

     (2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

     (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers.

     (c) Upon receipt of the Change of Control Payment, the Paying Agent will promptly mail or wire transfer to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

     (d) The provisions described above in this Section 4.16 that require the Issuers to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of

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Control, this Indenture does not contain provisions that permit the Holders to require that the Issuers repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

     (e) The Issuers will not be required to make a Change of Control Offer upon a Change of Control if

     (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer,

     (2) notice of redemption has been given pursuant to Section 3.07 of this Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

Section 4.17 Limitation on Sale and Leaseback Transactions.

     ACEP will not, and will not permit any of its Subsidiaries to, enter into any sale and leaseback transaction.

Section 4.18 Payments for Consent.

     ACEP will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Section 4.19 Insurance.

     The Company will, and will cause its Subsidiaries to:

     (a) keep their properties adequately insured at all times by reputable insurers;

     (b) maintain such other insurance, to such extent and against such risks (and with such deductibles, retentions and exclusions), including fire and other risks insured against by extended coverage and coverage for acts of terrorism, as is customary with companies in the same or similar businesses operating in the same or similar locations;

     (c) maintain such other insurance as may be required by law;

     (d) obtain title insurance on all real property Collateral insuring the Collateral Trustee’s Lien on that property (and naming the Collateral Trustee as loss payee for the benefit of the present and future holders of the Secured Debt Obligations), subject only to Permitted Liens; and

     (e) maintain such other insurance as may be required by the Security Documents, if any.

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Section 4.20 Additional Note Guarantees.

     If ACEP or any of its Subsidiaries acquires or creates another Domestic Subsidiary (other than an Immaterial Subsidiary) after the date of the indenture, then that newly acquired or created Domestic Subsidiary will become a Guarantor and (1) execute and deliver a supplemental indenture to the Trustee and supplemental Security Documents (including title insurance and surveys, if applicable) to the Collateral Trustee pursuant to which that Subsidiary will unconditionally guarantee all of the Issuers’ obligations under the Notes, this Indenture and the Security Documents on the terms set forth in this Indenture which will be secured by a first-priority Lien on terms substantially similar to the other Guarantors, (2) deliver to the Trustee an Opinion of Counsel that, subject to customary assumptions and exclusions, such supplemental indenture is enforceable against such Subsidiary and has been duly executed and delivered by such Subsidiary and (3) deliver to the Collateral Trustee an Opinion of Counsel that, subject to customary assumptions and exclusions, such Security Documents are enforceable and have been duly executed and delivered by such Subsidiary. The form of Note Guarantee and supplemental indenture are attached as Exhibits E and F hereto, respectively.

Section 4.21 Restrictions on Activities of ACEP Finance.

     Other than in connection with or incident to its obligations relating to the Notes (including any Exchange Notes issued pursuant to the Registration Rights Agreement) under this Indenture and its existence, ACEP Finance will not hold any assets, become liable for any obligations or engage in any business activities, including, without limitation, any business activities that would be the subject of the covenants set forth hereunder; provided, however, that ACEP Finance may be a co-obligor (or a guarantor) with respect to Indebtedness permitted to be incurred hereunder if ACEP is the primary obligor of such Indebtedness and the net proceeds of such Indebtedness are received by ACEP or one or more of ACEP’s Subsidiaries other than ACEP Finance. At any time after ACEP or any successor to ACEP is a corporation, ACEP Finance may consolidate or merge with or into ACEP or any Subsidiary of ACEP.

Section 4.22 Creation and Perfection of Certain Security Interests Post-Closing.

     To the extent certain security interests in the Collateral are not in place on the date of this Indenture or are not perfected on the date of this Indenture, the Issuers and the Guarantors will use their commercially reasonable efforts to do or cause to be done all such things that may be required, including obtaining any required consents from third Persons, to have all security interests in the Collateral duly created and enforceable and perfected, and to obtain title insurance promptly following the date of this Indenture, but in any event no later than 90 days thereafter. Except as provided in Section 12.09 hereof, failure to so create and perfect a security interest in the Collateral or to so obtain such title insurance within 90 days after the date of this Indenture shall constitute an Event of Default to the extent described in Section 6.01(7) hereof. For the avoidance of doubt, references in this paragraph to Collateral do not include Excluded Assets (as such term is defined in the Pledge and Security Agreement). Neither the Trustee nor the Collateral Trustee shall have any duty or responsibility to see to or monitor the performance of the Issuers and its Subsidiaries with regard to these matters.

ARTICLE 5
SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

     ACEP shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not ACEP is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise

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dispose of all or substantially all of the properties or assets of ACEP and its Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

     (1) either:

     (A) ACEP is the surviving corporation; or

     (B) the Person formed by or surviving any such consolidation or merger (if other than ACEP) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia (such Person, as the case may be, being herein called the “Successor Issuer”); and, if such entity is not a corporation, a co-obligor of the notes is a corporation organized or existing under any such laws;

     (2) the Successor Issuer assumes all the obligations of ACEP under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee and under the Security Documents pursuant to agreements reasonably satisfactory to the Collateral Trustee;

     (3) immediately after such transaction, no Default or Event of Default exists; and

     (4) such transaction would not result in the loss or suspension or material impairment of any of ACEP’s or any Guarantor’s Material Gaming Licenses, unless a comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension or material impairment:

     (5) such transaction would not require any Holder or Beneficial Owner of Notes in their capacity as such to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Holder or Beneficial Owner would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and

     (6) ACEP has delivered to the Trustee an Officers’ Certificate and Opinion of Counsel, subject to customary assumptions and exclusions, each stating that such transaction complies with the terms of this Indenture.

     In addition, ACEP will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. This Section 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among ACEP and its Subsidiaries. Clause (3) of this Section 5.01 will not apply to:

     (1) any merger or consolidation of ACEP with or into one of its Subsidiaries for any purpose; or

     (2) with or into an Affiliate solely for the purpose of reincorporating ACEP in another jurisdiction.

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Section 5.02 Successor Corporation Substituted.

     Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of ACEP in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor Person formed by such consolidation or into or with which ACEP is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to “ACEP” shall refer instead to the successor Person and not to ACEP), and may exercise every right and power of ACEP under this Indenture with the same effect as if such successor Person had been named as ACEP herein; provided, however, that ACEP, as predecessor, shall not be relieved from the obligation to pay the principal of, premium on, if any, interest and Special Interest, if any, on, the Notes except in the case of a sale of all of ACEP’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof.

ARTICLE 6
DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

     Each of the following is an “Event of Default”:

     (1) default for 30 days in the payment when due of interest and Special Interest, if any, on, the Notes;

     (2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium on, if any, the Notes;

     (3) failure by the Issuers or any of their Subsidiaries to comply with the provisions of Sections 4.11, 4.16 or 5.01 hereof;

     (4) failure by the Issuers or any of their Subsidiaries for 60 days after notice to the Issuers by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture or the Security Documents; provided, however, except as provided in clause (7) below, that any such failure pursuant to this clause (4) with respect to any Security Documents will not be deemed to have occurred for purposes of the foregoing, and notice thereof shall not be deemed to have been delivered, until the delivery of notice and the expiration of all available grace periods provided for in the applicable Security Documents;

     (5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by ACEP or any of its Subsidiaries (or the payment of which is guaranteed by ACEP or any of its Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture, if that default:

     (A) is caused by a failure to pay principal of, premium on, if any, or interest on, if any, such Indebtedness when due (taking into account any grace period provided in such Indebtedness) (a “Payment Default”); or

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     (B) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates in excess of $10.0 million;

     (6) failure by ACEP or any of its Subsidiaries to pay any final non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed, for a period of 60 days;

     (7) (i) (a) any Security Document ceases to be in full force and effect (except as permitted by the terms of this Indenture or the Security Documents) for a period of 30 days after ACEP or its relevant subsidiary receives notice thereof, (b) any of the Security Documents ceases to give the holders a valid, perfected security interest (except as permitted by the terms of the indenture or the Security Documents) for a period of 30 days after ACEP or its relevant subsidiary receives notice thereof or (c) ACEP or its relevant subsidiary fails to grant and perfect any security interest required by the Security Documents pursuant to Sections 4.22 or 12.09 hereof (except to the degree such failure would not constitute an Event of Default pursuant to Section 12.09 hereof), in each case with respect to Collateral having a Fair Market Value in excess of $5.0 million in the aggregate with respect to clauses (a), (b) and (c) above or (ii) the repudiation by the Issuers or any of their Subsidiaries of any of their material obligations under any Security Documents (except as permitted by the terms of the indenture or the Security Documents);

     (8) except as permitted by this Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, in any material respect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee (except as permitted by the terms of this Indenture or the Security Documents);

     (9) ACEP, ACEP Finance or any of ACEP’s Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries of ACEP that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

     (A) commences a voluntary case,

     (B) consents to the entry of an order for relief against it in an involuntary case,

     (C) consents to the appointment of a custodian of it or for all or substantially all of its property,

     (D) makes a general assignment for the benefit of its creditors, or

     (E) generally is not paying its debts as they become due;

     (10) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

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     (A) is for relief against either Issuer or any of ACEP’s Subsidiaries that is a Significant Subsidiary or any group of ACEP’s Subsidiaries that, taken together, would constitute a Significant Subsidiary in an involuntary case;

     (B) appoints a custodian of either Issuer or any of ACEP’s Subsidiaries that is a Significant Subsidiary or any group of ACEP’s Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of either Issuer or any of ACEP’s Subsidiaries that is a Significant Subsidiary or any group of ACEP’s Subsidiaries that, taken together, would constitute a Significant Subsidiary; or

     (C) orders the liquidation of either Issuer or any of ACEP’s Subsidiaries that is a Significant Subsidiary or any group of ACEP’s Subsidiaries that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; and

     (11) revocation, termination, suspension or other cessation of effectiveness of any Gaming License, which results in the cessation or suspension of gaming operations for a period of more than 90 consecutive days at any of the Properties (other than as a result of an Asset Sale) and such Property is the principal asset of a Significant Subsidiary or if such Property (considered separately) would constitute a Significant Subsidiary if it were the only asset in a Subsidiary; provided, that any Event of Default under this clause (10) shall be deemed cured if such Gaming License subsequently becomes effective or is replaced.

     Notwithstanding the foregoing, in the case of an Event of Default of the type specified in Section 6.01(5) above, such Event of Default and all consequences thereof will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if, within 20 days after such Event of Default arose, the Issuers deliver an Officer’s Certificate to the Trustee stating that:

     (1) the Indebtedness or guarantee that is the basis of such Event of Default has been discharged;

     (2) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to the Event of Default; or

     (3) the default that is the basis for such Event of Default has been cured

Section 6.02 Acceleration.

     (a) In the case of an Event of Default specified in clause (9) or (10) of Section 6.01 hereof, with respect to ACEP, ACEP Finance, any Subsidiary of ACEP that is a Significant Subsidiary or any group of Subsidiaries of ACEP that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may, by written notice to the Trustee declare all the Notes to be due and payable immediately.

     (b) If an Event of Default occurs on or after June 15, 2012, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuers with the principal intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium

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shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to June 15, 2012, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuers with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium shall also become and be immediately due and payable, to the extent permitted by law.

Section 6.03 Other Remedies.

     (a) If an Event of Default occurs and is continuing, the Trustee may, subject to the Collateral Trust Agreement, pursue any available remedy to collect the payment of principal of, premium on, if any, interest and Special Interest, if any, on, the Notes or to enforce the performance of any provision of the Notes or this Indenture.

     (b) The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

     The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, interest or Special Interest, if any, on, the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05 Control by Majority.

     Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability.

Section 6.06 Limitation on Suits.

     In case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest or Special Interest, if any, when due, no Holder of a note may pursue any remedy with respect to this Indenture or the Notes unless:

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     (1) such Holder has previously given the Trustee written notice that an Event of Default is continuing;

     (2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

     (3) such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;

     (4) the Trustee does not comply with such request within 60 days after receipt of the request and the offer of security or indemnity; and

     (5) during such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such request.

Section 6.07 Rights of Holders of Notes to Receive Payment.

     Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, premium on, if any, interest or Special Interest, if any, on, the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder; provided that a Holder shall not have the right to institute any such suit for the enforcement of payment if and to the extent that the institution or prosecution thereof or the entry of judgment therein would, under applicable law, result in the surrender, impairment, waiver or loss of the Lien of this Indenture upon any property subject to such Lien.

Section 6.08 Collection Suit by Trustee.

     If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium on, if any, interest and Special Interest, if any, remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.

     The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and

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other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities.

     If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

     First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including, but not limited to, payment of all compensation, expenses and liabilities incurred and indemnities, and all advances made, by the Trustee and the costs and expenses of collection;

     Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, interest and Special Interest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, interest and Special Interest, if any, respectively; and

     Third: to the Issuers or to such party as a court of competent jurisdiction shall direct.

     The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11 Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

ARTICLE 7
TRUSTEE

Section 7.01 Duties of Trustee.

     (a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

     (b) Except during the continuance of an Event of Default:

     (1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this

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Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

     (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

     (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

     (2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

     (3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

     (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.

     (e) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance of its duties hereunder or in the exercise of any of its rights or powers, if the Trustee shall have reasonable grounds for believing that repayment of funds or indemnities reasonably satisfactory to it against such risk or liability is not reasonably assured to it. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

     (f) The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

     (g) The Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible Officer of the Trustee shall have received written notice thereof.

     (h) The Trustee is not responsible, and shall not be liable for, any acts or omissions of the Collateral Trustee, except to the extent taken at the direction of the Trustee acting in its capacity as a Secured Debt Representative.

     (i) In no event shall the Trustee be responsible for lost profits, special or consequential damages or punitive damages arising out of, in connection with, or as a result of, this Indenture.

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Section 7.02 Rights of Trustee.

     (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

     (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

     (c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care.

     (d) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

     (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from an Issuer will be sufficient if signed by an Officer of such Issuer.

     (f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.

     (g) The Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.

     (h) The right of the Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct.

Section 7.03 Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of an Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if this Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee’s Disclaimer.

     The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Notes or any Collateral, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by

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any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

     If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee will mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium on, if any, interest or Special Interest, if any, on, any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

Section 7.06 Reports by Trustee to Holders of the Notes.

     (a) Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee will also transmit by mail all reports as required by TIA § 313(c).

     (b) A copy of each report at the time of its mailing to the Holders of Notes will be mailed by the Trustee to the Issuers and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Issuers will promptly notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07 Compensation and Indemnity.

     (a) The Issuers will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Issuers and/or as otherwise agreed from time to time in writing. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Issuers will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

     (b) The Issuers and the Guarantors will indemnify the Trustee against any and all losses, liabilities or expenses (including, without limitation, reasonable attorneys’ fees and expenses and all Environmental Liabilities as defined in the Collateral Trust Agreement) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee will notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers will not relieve the Issuers or any of the Guarantors of their obligations hereunder. The Issuers or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Issuers will pay the reasonable fees and expenses of such counsel. Neither the Issuers nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld.

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     (c) The obligations of the Issuers and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this Indenture.

     (d) To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium on, if any, interest and Special Interest, if any, on, particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture.

     (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(9) or (10) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

     (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Section 7.08 Replacement of Trustee.

     (a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

     (b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if:

     (1) the Trustee fails to comply with any of its obligations hereunder;

     (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

     (3) a custodian or public officer takes charge of the Trustee or its property; or

     (4) the Trustee becomes incapable of acting.

     (c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers will promptly appoint a successor Trustee.

     (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

     (e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

     (f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring Trustee will

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promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

     If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

     There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trust powers, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition.

     This Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b).

Section 7.11 Preferential Collection of Claims Against Company.

     The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

Section 7.12 Appointment of Co-Trustee or Separate Trustee.

     (a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the trust fund or property securing the same may at the time be located, the Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the trust fund, and to vest in such Person or Persons, in such capacity for the benefit of the Holders, such title to the trust fund, or any part thereof, and, subject to the other provisions of this Section 7.12, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 7.12 hereunder and no notice to Holders of the appointment of co-trustee(s) or separate trustee(s) shall be required hereunder.

     (b) In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 7.12, all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed by the Trustee, the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the trust fund or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee. No trustee hereunder shall be held liable be reason of any act or omission of any other trustee hereunder. The Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

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     (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article 7. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument or appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee.

     (d) Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney in fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

     The Issuers may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

     Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

     (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, or interest or Special Interest, if any, on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof;

     (2) the Issuers’ obligations with respect to such Notes under Article 2 concerning issuing temporary notes, registration of notes and mutilated, destroyed, lost or stolen notes and Section 4.02 hereof;

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     (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith; and

     (4) this Article 8.

     Subject to compliance with this Article 8, the Issuers may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

     Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21 and 4.22 hereof and clause (4) of Section 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Issuers and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3), (4), (5), (6), (7), (8), (11) and (12) hereof will not constitute Events of Default with respect to the Notes. In addition, the Collateral will be released and the Note Guarantees will be terminated and released upon Covenant Defeasance.

Section 8.04 Conditions to Legal or Covenant Defeasance.

     In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

     (1) the Issuers shall irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium on, if any, and interest and Special Interest, if any, on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;

     (2) in the case of an election under Section 8.02 hereof, the Issuers shall deliver to the Trustee an Opinion of Counsel, subject to customary assumptions and exclusions, reasonably acceptable to the Trustee confirming that:

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     (A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or

     (B) since the date of this Indenture, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel (subject to customary assumptions and exclusions) shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

     (3) in the case of an election under Section 8.03 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

     (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings);

     (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Issuers or any of the Guarantors is a party or by which the Issuers or any of the Guarantors are bound;

     (6) the Issuers shall deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and

     (7) the Issuers shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

     (a) Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Special Interest, if any, but such money need not be segregated from other funds except to the extent required by law.

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     (b) The Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

     (c) Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Issuers.

     Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium on, if any, interest or Special Interest, if any, on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest and Special Interest, if any, has become due and payable shall be paid to the Issuers on its request or (if then held by the Issuers) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuers cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuers.

Section 8.07 Reinstatement.

     If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ and the Guarantors’ obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Issuers make any payment of principal of, premium on, if any, interest or Special Interest, if any, on, any Note following the reinstatement of its obligations, the Issuers will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

     (a) Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees:

     (1) to cure any ambiguity, omission, mistake, defect or inconsistency;

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     (2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

     (3) to provide for the assumption of the Issuers’ or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Issuers or such Guarantor pursuant to Article 5 or Article 10 hereof;

     (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;

     (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA, if the provisions of the TIA are incorporated into this Indenture;

     (6) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of Notes” section of the Issuers’ Offering Memorandum dated August 11, 2009, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or which intent may be evidenced by an Officers’ Certificate to that effect;

     (7) to release Collateral in accordance with the terms of this Indenture;

     (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes;

     (9) to comply with Section 5.01 hereunder; or

     (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted hereunder, including, without limitation to facilitate the issuance and administration of the Notes or to remove legends or restrictions that are no longer applicable; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of holders to transfer Notes.

     (b) Upon the request of the Issuers accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee will join with the Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Notes.

     (a) Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.10, 4.10, 4.11 and 4.16 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or

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Event of Default in the payment of the principal of, premium on, if any, interest or Special Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.

     (b) Upon the request of the Issuers accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee will join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.

     (c) It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof.

     (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

     (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

     (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.10, 4.10, 4.11 and 4.16 hereof);

     (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note;

     (4) waive a Default or Event of Default in the payment of principal of, premium on, if any, interest or Special Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);

     (5) make any Note payable in money other than that stated in the Notes;

     (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium on, if any, interest or Special Interest, if any, on, the Notes;

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     (7) waive a redemption payment with respect to any Note (other than a payment required by Sections 3.10, 4.10, 4.11 or 4.16 hereof);

     (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;

     (9) release all or substantially all of the Collateral from the Lien hereunder, except in accordance with the terms of this Indenture; or

     (10) make any change in the preceding amendment and waiver provisions.

Section 9.03 Compliance with Trust Indenture Act.

     Every amendment or supplement to this Indenture or the Notes will be set forth in a amended or supplemental indenture that complies with the TIA as then in effect.

Section 9.04 Revocation and Effect of Consents.

     Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.05 Notation on or Exchange of Notes.

     (a) The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

     (b) Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

     The Trustee will sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuers may not sign an amended or supplemental indenture until the Board of Directors of the each Issuer approves it. In executing any amended or supplemental indenture, the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 13.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent relating to such amended or supplemental indenture have been met.

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ARTICLE 10
NOTE GUARANTEES

Section 10.01 Guarantee.

     (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:

     (1) the principal of, premium on, if any, interest and Special Interest, if any, on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, interest and Special Interest, if any, on, the Notes, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

     (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

     Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

     (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Subject to Section 6.06, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of either Issuer, any right to require a proceeding first against either of the Issuers, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

     (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

     (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to

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seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Section 10.02 Limitation on Guarantor Liability.

     Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Section 10.03 Execution and Delivery of Note Guarantee.

     (a) To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its Officers.

     (b) Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

     (c) If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless.

     (d) The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors.

     (e) In the event that the Company or any of its Subsidiaries creates or acquires any Domestic Subsidiary after the date of this Indenture, if required by Section 4.20 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.20 hereof and this Article 10, to the extent applicable.

Section 10.04 Guarantors May Consolidate, etc., on Certain Terms.

     (a) Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Issuers or another Guarantor, unless:

     (1) immediately after giving pro forma effect to such transaction, no Default or Event of Default exists; and

     (2) either:

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          (a) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture and the Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture and appropriate Security Documents; or

          (b) the Net Asset Sale Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof.

     (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

     (c) Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into either of the Issuers or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to either of the Issuers or another Guarantor.

     (d) In addition, any Guarantor may convert into a corporation, partnership, limited partnership, limited liability company or trust organized under the laws of the same jurisdiction of organization of such Guarantor, in each case without being obligated to satisfy the requirements set forth above, provided that the entity into which such Guarantor is converted, unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, the Indenture and the Registration Rights Agreement pursuant to a supplemental indenture and appropriate Security Documents, unless such obligations are assumed or deemed assumed by such entity as a matter of applicable law, in which case execution of such documents is not required.

Section 10.05 Releases.

     (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, then the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 and 4.11 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 and 4.11 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.

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     (b) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee.

     Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium on, if any, interest and Special Interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

ARTICLE 11
SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

     (a) This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder and all Liens securing the notes and obligations under the Indenture including the Note Guarantees will be released, when:

     (1) either:

          (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust have been delivered to the Trustee for cancellation; or

          (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year and either of the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal of, premium on, if any, and interest and Special Interest, if any, on the Notes to the date of maturity or redemption;

     (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting or Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which either of the Issuers or any Guarantor is a party or by which either of the Issuers or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings);

     (3) either of the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture (including, but not limited to all amounts owing to the Trustee); and

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     (4) the Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

In addition, the Issuers must deliver an Officers’ Certificate and an Opinion of Counsel, subject to customary assumptions and exclusions, to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 11.02 Application of Trust Money.

     Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as their own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, interest and Special Interest, if any, for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

     If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuers have made any payment of principal of, premium on, if any, interest or Special Interest, if any, on, any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

Section 11.03 Repayment to Issuers.

     Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium on, if any, interest or Special Interest, if any, on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest and Special Interest, if any, has become due and payable shall be paid to the Issuers on its request or (if then held by the Issuers) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuers cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuers.

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ARTICLE 12
COLLATERAL AND SECURITY

Section 12.01 Security Interest.

     The due and punctual payment of the principal of, premium, if any, interest and Special Interest, if any, on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, interest and Special Interest, if any, on, the Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Notes or the Trustee and the Notes (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints The Bank of New York Mellon as the Trustee and as the Collateral Trustee, the Trustee hereby authorizes and appoints The Bank of New York Mellon as Collateral Trustee and each Holder of Notes and the Trustee direct the Collateral Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors consent and agree to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee (if the Trustee and the Collateral Trustee are different persons) copies of all documents delivered to the Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes.

Section 12.02 Collateral Trust Agreement.

     This Article Twelve and the provisions of each other Security Document are subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement. Each of the Issuers and each Guarantor consents to, and agrees to be bound by, the terms of the Collateral Trust Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms therewith.

Section 12.03 Equal and Ratable Sharing of Collateral by Holders of Secured Debt.

     (a) Notwithstanding:

     (1) anything to the contrary contained in the Security Documents;

     (2) the time of incurrence of any Secured Debt Obligations;

     (3) the order or method of attachment or perfection of any Liens security any Secured Debt Obligations;

     (4) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Liens securing any Secured Debt Obligations;

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     (5) the time of taking possession or control over any Liens securing any Secured Debt Obligations;

     (6) that any Secured Debt Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or

     (7) the rules for determining priority under any law governing relative priorities of Liens,

all Secured Debt Liens granted at any time by either of the Issuers or any Guarantor will secure, Equally and Ratably, all present and future Secured Debt Obligations.

     This Section 12.03(a) is intended for the benefit of, and shall be enforceable by, each present and future holder of Secured Debt Obligations, each present and future Secured Debt Lien Representative and the Collateral Trustee, as holder of Secured Debt Liens, in each case, as a third party beneficiary. No other Person shall be entitled to rely on, have the benefit of or enforce those provisions.

     (b) The Secured Debt Lien Representative of each future Secured Debt Obligation will be required to deliver a Lien Sharing and Priority Confirmation to the Collateral Trustee and the Trustee at the time of incurrence of each such Series of Secured Debt Obligations.

Section 12.04 Release of Liens in Respect of Notes.

     The Collateral Trustee’s Liens upon the Collateral will no longer secure the Notes outstanding under this Indenture or any other Obligations under this Indenture, and the right of the Holders of the Notes and holders of such other Obligations to the benefits and proceeds of the Collateral Trustee’s Liens on the Collateral will terminate and be discharged:

     (1) upon satisfaction and discharge of this Indenture as set forth in Article 11 hereof;

     (2) upon a Legal Defeasance or Covenant Defeasance of the Notes as set forth in Article 8 hereof;

     (3) upon payment in full and discharge of all Notes outstanding under this Indenture and all Obligations that are outstanding, due and payable under this Indenture at the time the Notes are paid in full and discharged; or

     (4) in whole or in part, with the consent of the holders of the requisite percentage of Notes in accordance with the provisions set forth in Article 9 hereof.

     In addition, the Collateral Trustee’s Liens on the Collateral will be released upon the terms and subject to the conditions set forth in Section 4.1 of the Collateral Trust Agreement.

Section 12.05 Relative Rights

     Nothing in the Note Documents shall:

     (a) impair, as to the Issuers and the Holders of the Notes, the obligation of the Issuers to pay principal of, premium and interest and Special Interest, if any, on the Notes in accordance with their terms or any other obligation of the Issuers or any Guarantor; or

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     (b) affect the relative rights of Holders of Notes as against any other creditors of the Issuers or any Guarantor (other than holders of Permitted Prior Liens or other Secured Debt Liens).

Section 12.06 Compliance with the Trust Indenture Act.

     (a) Any certificate or opinion required by TIA §314(d) may be made by an officer of the Issuers except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected or reasonably satisfactory to the Trustee.

     (b) Notwithstanding anything to the contrary in Section 12.06(a), the Issuers will not be required to comply with all or any portion of TIA §314(d) if they determine, in good faith based on advice of counsel, that under the terms of TIA §314(d) and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of TIA §314(d) is inapplicable to one or a series of released Collateral.

Section 12.07 Collateral Trustee.

     Neither the Issuers or any of their Affiliates nor any Secured Debt Representative may serve as Collateral Trustee.

Section 12.08 Further Assurances.

     ACEP will (and will cause each of its Subsidiaries to), at ACEP’s or such Subsidiary’s sole cost and expense, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, any and all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as may be reasonably required from time to time in order:

     (1) to carry out more effectively the express purposes of the Security Documents;

     (2) to subject to the Liens created by any of the Security Documents any of the properties, rights or interests required to be encumbered thereby and contemplated thereby;

     (3) to perfect and maintain the validity, effectiveness and priority of any of the Security Documents and the Liens intended to be created thereby and contemplated thereby; and

     (4) to better assure, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Trustee any of the rights granted or now or hereafter intended by the parties thereto to be granted to the collateral trustee or under any other instrument executed in connection therewith or granted to ACEP under the Security Documents or under any other instrument executed in connection therewith.

Section 12.09 Post Closing Deliverables.

     With respect to any leasehold estate held by the Issuers or any Guarantors, as tenant, the Issuers and the Guarantors shall be required for 90 days after the date of this Indenture to use their commercially reasonable efforts to obtain landlord consents so as to enable such Issuers or Guarantors to create and perfect a security interest on any such leasehold estate promptly following the date of this Indenture; provided that failure to obtain such landlord consent, so long as such commercially reasonable efforts are

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used, shall not constitute an Event of Default under Section 6.01 hereof; provided further that with respect to any such leasehold estate for which such consent is granted, the Issuers and the Guarantors must create and perfect a security interest (and obtain title insurance) in such leasehold estate within 90 days of obtaining such consent, and failure to create and perfect such security interest in 90 days will constitute an Event of Default under Section 6.01 hereof.

Section 12.10 Gaming License.

     In the event of a foreclosure, deed in lieu of foreclosure or other similar transfer of any of the Properties to the Collateral Trustee or its designee, the relevant Property Owner Borrower shall, and shall cause all of its Subsidiaries and Affiliates to cooperate in good faith with the Collateral Trustee or its designee in obtaining all Gaming Licenses and other governmental approvals necessary to conduct all gaming operations at the Properties and shall, at the request of the Collateral Trustee, continue to operate and manage the Properties and maintain all applicable Gaming Licenses with respect to the Properties until such time as the Collateral Trustee or its designee obtains such licenses and approvals and at such time the relevant Property Owner Borrower shall, and shall cause its Subsidiaries and Affiliates to reasonably cooperate with the transition of the gaming operations to any new gaming operator (including, without limitation, the Collateral Trustee or its designee).

ARTICLE 13
MISCELLANEOUS

Section 13.01 Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties will control.

Section 13.02 Notices.

     (a) Any notice or communication by the Issuers or any Guarantor, on the one hand, or the Trustee, on the other hand, to the others is duly given if in writing and delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuers and/or any Guarantor:

c/o American Casino & Entertainment Properties LLC
2000 Las Vegas Boulevard South
Las Vegas, Nevada 89104
Attention: General Counsel
Telephone:
Facsimile:

          with copies to:

Whitehall Street Global Real Estate Limited Partnership 2007
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attention: Whitehall Chief Financial Officer
Telephone:

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Facsimile:

Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Attention: Anthony J. Colletta, Esq. and Neal McKnight, Esq.
Telephone: (212) 558-4000
Facsimile: (212) 558-3588

If to the Trustee:

The Bank of New York Mellon
101 Barclay — 4 East
New York, New York 10286
Telephone: (212) 815-5432
Facsimile No.: (212) 815-5917
Attention: Anthony Bausa
                 GS-ACEP

     (b) Each of the Issuers, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

     (c) All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

     (d) Any notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

     (e) If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

     (f) If the Issuers mail a notice or communication to Holders, they will mail a copy to the Trustee and each Agent at the same time.

Section 13.03 Communication by Holders of Notes with Other Holders of Notes.

     Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

Section 13.04 Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by the Issuers to the Trustee to take any action under this Indenture, the Issuers shall, to the extent requested by the Trustee, furnish to the Trustee either or both of the following:

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     (1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and/or

     (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof and which may be based on an Officers’ Certificate with respect to factual matters) stating that, in the opinion of such counsel, all such conditions precedent have been satisfied.

Section 13.05 Statements Required in Certificate or Opinion.

     Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include:

     (1) a statement that the Person making such certificate or opinion has read such covenant or condition;

     (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

     (3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition, as applicable, has been satisfied; and

     (4) a statement as to whether or not, in the opinion of such Person, such condition or covenant, as applicable, has been satisfied.

Section 13.06 Rules by Trustee and Agents.

     The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders.

     No director, officer, employee, incorporator manager (or managing member), direct or indirect member, partner or stockholder of the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, this Indenture, the Note Guarantees, the Security Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Section 13.08 Governing Law.

     THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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Section 13.09 No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuers or their Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.10 Successors.

     All agreements of the Issuers in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.05 hereof.

Section 13.11 Severability.

     In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 13.12 Counterpart Originals.

     The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

Section 13.13 Table of Contents, Headings, etc.

     The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

[Signatures on following page]

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SIGNATURES

Dated as of August 14, 2009

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC,		ACEP FINANCE CORP.,
a Delaware limited liability company		a Delaware corporation
By:	/S/ Oleg Yablonovskiy Name: Oleg Yablonovskiy	By:	/S/ Oleg Yablonovskiy Name: Oleg Yablonovskiy
	Title: Authorized Signatory		Title: Authorized Signatory
STRATOSPHERE LLC,		STRATOSPHERE GAMING LLC,
a Delaware limited liability company		a Nevada limited liability company
By:	/S/ Oleg Yablonovskiy Name: Oleg Yablonovskiy	By:	/S/ Oleg Yablonovskiy Name: Oleg Yablonovskiy
	Title: Authorized Signatory		Title: Authorized Signatory
STRATOSPHERE LAND LLC,		AQUARIUS GAMING LLC,
a Delaware limited liability company		a Nevada limited liability company
By:	/S/ Oleg Yablonovskiy Name: Oleg Yablonovskiy	By:	/S/ Oleg Yablonovskiy Name: Oleg Yablonovskiy
	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/ Oleg Yablonovskiy Name: Oleg Yablonovskiy	By:	/S/ Oleg Yablonovskiy Name: Oleg Yablonovskiy
	Title: Authorized Signatory		Title: Authorized Signatory
FRESCA LLC,		STRATOSPHERE DEVELOPMENT, LLC,
a Nevada limited liability company		a Delaware limited liability company
By:	/S/ Oleg Yablonovskiy Name: Oleg Yablonovskiy	By:	/S/ Oleg Yablonovskiy Name: Oleg Yablonovskiy
	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/ Oleg Yablonovskiy
	Name: Oleg Yablonovskiy Title: Authorized Signatory	By:	Name:
			Title:

W2007 ACEP FIRST MEZZANINE A GEN-PAR, L.L.C.,		W2007 ACEP FIRST MEZZANINE A BORROWER, L.P.,
a Delaware limited liability company		a Delaware limited partnership
By:	/S/ Oleg Yablonovskiy	By:	W2007 ACEP First Mezzanine A Gen-Par,
	Name: Oleg Yablonovskiy		L.L.C., a Delaware limited liability company,
	Title: Authorized Signatory		its general partner
			By:	/S/ Oleg Yablonovskiy Name: Oleg Yablonovskiy
				Title: Authorized Signatory
W2007 ACEP FIRST MEZZANINE B GEN-PAR, L.L.C.,		W2007 ACEP FIRST MEZZANINE B BORROWER, L.P.,
a Delaware limited liability company		a Delaware limited partnership
By:	/S/ Oleg Yablonovskiy	By:	W2007 ACEP First Mezzanine B Gen-Par,
	Name: Oleg Yablonovskiy		L.L.C., a Delaware limited liability company,
	Title: Authorized Signatory		its general partner
			By:	/S/ Oleg Yablonovskiy Name: Oleg Yablonovskiy
				Title: Authorized Signatory
W2007 STRATOSPHERE GEN-PAR, L.L.C.,		W2007 STRATOSPHERE PROPCO, L.P.,
a Delaware limited liability company		a Delaware limited partnership
By:	/S/ Oleg Yablonovskiy	By:	W2007 Stratosphere Gen-Par,
	Name: Oleg Yablonovskiy		L.L.C., a Delaware limited liability company,
	Title: Authorized Signatory		its general partner
			By:	/S/ Oleg Yablonovskiy Name: Oleg Yablonovskiy
				Title: Authorized Signatory

W2007 STRATOSPHERE LAND GEN-PAR, L.L.C.,		W2007 STRATOSPHERE LAND PROPCO, L.P.,
a Delaware limited liability company		a Delaware limited partnership
By:	/S/ Oleg Yablonovskiy	By:	W2007 Stratosphere Land Gen-Par,
	Name: Oleg Yablonovskiy		L.L.C., a Delaware limited liability company,
	Title: Authorized Signatory		its general partner
			By:	/S/ Oleg Yablonovskiy
				Name: Oleg Yablonovskiy
				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/ Oleg Yablonovskiy	By:	W2007 Aquarius Gen-Par,
	Name: Oleg Yablonovskiy		L.L.C., a Delaware limited liability company,
	Title: Authorized Signatory		its general partner
			By:	/S/ Oleg Yablonovskiy
				Name: Oleg Yablonovskiy
				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/ Oleg Yablonovskiy	By:	W2007 Arizona Charlie’s Gen-Par,
	Name: Oleg Yablonovskiy		L.L.C., a Delaware limited liability company,
	Title: Authorized Signatory		its general partner
			By:	/S/ Oleg Yablonovskiy
				Name: Oleg Yablonovskiy
				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/ Oleg Yablonovskiy	By:	W2007 Fresca Gen-Par,
	Name: Oleg Yablonovskiy		L.L.C., a Delaware limited liability company,
	Title: Authorized Signatory		its general partner
			By:	/S/ Oleg Yablonovskiy
				Name: Oleg Yablonovskiy
				Title: Authorized Signatory

The Bank of New York Mellon
By:	/S/ Anthony Bausa
	Name:	Anthony Bausa
	Title:	Senior Associate

[Face of Note]

[INSERT OID LEGEND, IF APPLICABLE]

CUSIP:                                         
ISIN:                                         

11% Senior Secured Notes due 2014

No.                      $                                        

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
ACEP FINANCE CORP.

promises to pay to                                          or registered assigns,

the principal sum of                                          DOLLARS on June 15, 2014.

Interest Payment Dates: June 15 and December 15, beginning December 15, 2009

Record Dates: June 1 and December 1

Dated: August 14, 2009

[Signatures to follow]

 A2-1

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
By:
	Name:
	Title:
ACEP FINANCE CORP.
By:
	Name:
	Title:

This is one of the Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORK MELLON,    as Authenticating Agent
By:
	Authorized Signatory

 A2-1

[Back of Note]
11% Senior Secured Notes due 2014

[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

     Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

A-2

     (1) Interest. American Casino & Entertainment Properties LLC, a Delaware limited liability company (“ACEP” or the “Company,” and an “Issuer”), and ACEP Finance Corp. (“ACEP Finance,” and an “Issuer”) promise to pay or cause to be paid interest on the principal amount of this Note at 11% per annum from December 15, 2009 until maturity and shall pay the Special Interest, if any, payable pursuant to Section 2(c) of the Registration Rights Agreement. The Issuers will pay interest and Special Interest, if any, semi-annually in arrears on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be December 15, 2009. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful.

Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

     (2) Method of Payment. The Issuers will pay interest on the Notes (except defaulted interest) and Special Interest, if any, to the Persons who are registered Holders of Notes at the close of business on June 1 or December 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, interest and Special Interest, if any, at the office or agency of the Paying Agent and Registrar within the City and State of New York, or, at the option of the Issuers, payment of interest and Special Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, premium on, if any, interest and Special Interest, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided that Special Interest may be paid through the issuance of additional Notes having an Accreted Value at the time of issuance equal to the amount of Special Interest so paid.

     (3) Paying Agent and Registrar. Initially, The Bank of New York Mellon, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuers may change the Paying Agent or Registrar without prior notice to the Holders of the Notes. An Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.

     (4) Indenture. The Issuers issued the Notes under an Indenture dated as of August 14, 2009 (the “Indenture”) among the Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are secured obligations of the Issuers limited to $375.0 million in

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aggregate principal amount, plus amounts, if any, issued to pay Special Interest on outstanding Notes as set forth in Paragraph 2 hereof.

          (5) Optional Redemption.

     (a) At any time prior to June 15, 2012, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 111% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Special Interest, if any, to the date of redemption (subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of an Equity Offering by ACEP; provided that:

     (1) at least 50% of the aggregate principal amount of notes originally issued under the indenture (excluding notes held by the Issuers and their Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

     (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.

     (b) In addition, not more than once during each twelve-month period ending on June 15 of 2010, 2011 and 2012, the Issuers may redeem up to 5% of the aggregate principal amount of Notes issued on the date of this Indenture, in each such twelve-month period, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 102% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Special Interest, if any, to the date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date).

     (c) At any time prior to June 15, 2012, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

     (d) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuers’ option prior to June 15, 2012.

     (e) On or after June 15, 2012, the Issuers may on any one or more occasions redeem all or a part of the notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Special Interest, if any, on the notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on June 15 of the years indicated below, subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2012		105.500	%
2013 and thereafter		100.000	%

     Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the notes or portions thereof called for redemption on the applicable redemption date.

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     (f) Any redemption pursuant to this Paragraph 5 shall be made pursuant to the provisions of clauses (a) through (e) hereof.

          (6) Mandatory Redemption.

          (a) If the Gaming Authority of any jurisdiction in which the Issuers or any of their subsidiaries do business, now or in the future, requires that a Person who is a Holder or the Beneficial Owner of Notes be licensed, qualified or found suitable under applicable Gaming Laws and such Holder or Beneficial Owner, as the case may be, does not receive a license or is found unsuitable, the Issuers shall have the right, at their option, to either require such Person to dispose of its Notes or beneficial interest therein within 30 days (or such earlier date as required by the applicable Gaming Laws or Gaming Authority), or redeem such Notes. If the Issuers choose to redeem such Notes, they shall redeem such Notes at a redemption price for each $1,000 principal amount of notes equal to:

               (i) the lesser of

                              (a) $1,000 plus accrued and unpaid interest, including Special Interest, if any, to a date specified by the Issuers or

                              (b) the price at which such Holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest, including Special Interest, if any, to a date specified by the Issuers; or

               (ii) such other amount as may be required by applicable law or by order of any applicable Gaming Authority.

          (b) Other than in connection with the provisions described in clause (a) of this Paragraph 6 the Issuers are not required to make mandatory redemption or sinking fund payments with respect to the Notes.

          (7) Repurchase at the Option of Holder.

          (a) If a Change of Control occurs, each holder of Notes will have the right to require the Issuers to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in this Paragraph 7. In the Change of Control Offer, the Issuers will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Within ten days following any Change of Control, the Issuers will provide to the Trustee a notice to be mailed or otherwise transmitted by the Trustee to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or transmitted, pursuant to the procedures required by this Paragraph 7 and described in such notice.

          (b) If either Issuer or any Subsidiary consummates any Asset Sales, within ten days of each date on which the aggregate amount of Excess Proceeds exceeds $7.5 million, the Issuers will make an offer to all Holders of Notes and all holders of other Indebtedness that is

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pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, prepayment or redemption, if on or after June 15, 2012, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

     (8) Notice of Redemption. At least 30 days but not more than 60 days before a redemption date, the Company will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Articles 8 or 11 thereof. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder shall be redeemed or purchased.

     (9) Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date.

     (10) Persons Deemed Owners. The registered Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture.

     (11) Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture, the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of

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the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of Notes, the Indenture, the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Issuers’ or a Guarantor’s obligations to Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to the Indenture, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture, the Notes, the Note Guarantees to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated August 11, 2009, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, the Note Guarantees, which intent may be evidenced by an Officers’ Certificate to that effect, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

     (12) Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest and Special Interest, if any, on the Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes; (iii) failure by the Issuers or any of their Subsidiaries to comply with the provisions of Sections 4.10, 4.11, 4.16 or 5.01 of the Indenture; (iv) failure by the Issuers or any of their Subsidiaries for 60 days after notice to the Issuers by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the indenture or the Security Documents; provided, however, except as provided in clause (vii) below, that any such failure with respect to any Security Documents will not be deemed to have occurred for purposes of the foregoing, and notice thereof shall not be deemed to have been delivered, until the delivery of notice and the expiration of all available grace periods provided for in the applicable Security Documents; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by ACEP or any of its Subsidiaries (or the payment of which is guaranteed by ACEP or any of its Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of the indenture, if that default (A) is caused by a failure to pay principal of, premium on, if any, or interest or Special Interest, if any, on, such Indebtedness when due (taking into account any grace period provided in such Indebtedness) (a “Payment Default”); or results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates in excess of $10.0 million; (vi) failure by ACEP or any of its Subsidiaries to pay any final non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed, for a period of 60 days; (vii) (1) (a) any Security Document ceases to be in full force and effect (except as permitted by the terms of this Indenture or the Security Documents) for a period of 30 days after ACEP or its relevant subsidiary receives notice thereof, (b) any of the Security Documents ceases to give the holders a valid, perfected security interest (except as permitted by the terms of the indenture or the Security Documents) for a period of 30 days after ACEP or its relevant subsidiary receives notice thereof or (c) ACEP or its relevant subsidiary fails to grant and perfect any security interest required by the Security Documents, in each case with respect to Collateral having a Fair Market Value in excess of $5.0 million in the aggregate with respect to clauses (a), (b) and (c) above or (2) the repudiation by the Issuers or any of their Subsidiaries of any of their material obligations

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under any Security Documents (except as permitted by the terms of the indenture or the Security Documents) (viii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, in any material respect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee (except as permitted by the terms of this Indenture or the Security Documents); (ix) certain events of bankruptcy or insolvency with respect to the Company or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (x) revocation, termination, suspension or other cessation of effectiveness of any Gaming License, which results in the cessation or suspension of gaming operations for a period of more than 90 consecutive days at any of the Properties (other than as a result of an Asset Sale) and such Property is the principal asset of a Significant Subsidiary or if such Property (considered separately) would constitute a Significant Subsidiary if it were the only asset in a Subsidiary; provided, that any Event of Default under this clause (x) shall be deemed cured if such Gaming License subsequently becomes effective or is replaced. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium or Special Interest, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Special Interest, if any, on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

     (13) Trustee Dealings with Issuers. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for each Issuer or any of its Affiliates, and may otherwise deal with each Issuer or any of its Affiliates, as if it were not the Trustee.

     (14) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of any Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

     (15) Authentication. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

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     (16) Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

     (17) Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement dated as of August 14, 2009, among the Issuers, the Guarantors and the other parties named on the signature pages thereof (the “Registration Rights Agreement”).

     (18) CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

     (19) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

American Casino & Entertainment Properties
ACEP Finance Corp.
2000 Las Vegas Blvd South
Las Vegas, NV 89104

Attention: General Counsel

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Assignment Form

     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

Date:                                         

Your Signature:                                                                                
(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:                                         

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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Option of Holder to Elect Purchase

     If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10, 4.11 or 4.16 of the Indenture, check the appropriate box below:

o Section 4.10 o Section 4.11 o Section 4.16

     If you want to elect to have only part of the Note purchased by the Issuers pursuant to Section 4.10, Section 4.11 or Section 4.16 of the Indenture, state the amount you elect to have purchased:

$_______________

Date: _______________

Your Signature:                                                                               
(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:                                                                    

Signature Guarantee*:                                                             

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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[To be inserted for Rule 144A Global Note]

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

     The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

	Amount of Decrease in	Amount of Increase in	Principal Amount	Signature of
	Principal Amount at	Principal Amount at	of this Global Note	Authorized Officer
	Maturity	Maturity	Following such	of Trustee or
Date of Exchange	of this Global Note	of this Global Note	decrease (or increase)	Custodian

[To be inserted for Regulation S Global Note]

SCHEDULE OF EXCHANGES OF REGULATION S GLOBAL NOTE

     The following exchanges of a part of this Regulation S Global Note for an interest in another Global Note or of other Restricted Global Notes for an interest in this Regulation S Global Note, have been made:

	Amount of Decrease in	Amount of Increase in	Principal Amount	Signature of
	Principal Amount at	Principal Amount at	of this Global Note	Authorized Officer
	Maturity	Maturity	Following such	of Trustee or
Date of Exchange	of this Global Note	of this Global Note	decrease (or increase)	Custodian

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

American Casino & Entertainment Properties LLC
ACEP Finance Corp.
2000 Las Vegas Blvd South
Las Vegas, NV 89104

The Bank of New York Mellon, as Trustee and Registrar
101 Barclay – 4 East
New York, New York 10286

     Re: 11% Senior Secured Notes due 2014

     Reference is hereby made to the Indenture, dated as of August 14, 2009 (the “Indenture”), among American Casino & Entertainment Properties LLC, a Delaware limited liability company (the “Company”), ACEP Finance Corp., a Delaware Corporation (“ACEP Finance,” together the Company, collectively, the “Issuers”), the Guarantors party thereto and The Bank of New York Mellon as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                             , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $                     in such Note[s] or interests (the “Transfer”), to                                          (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

     1. o Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

     2. o Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of

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the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than the Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note, and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

     3. o Check and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

     (a) o such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

     (b) o such Transfer is being effected to the Company or a subsidiary thereof;

or

     (c) o such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

or

     (d) o such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) [if such Transfer is in respect of a principal amount of Notes at the time of transfer of less than $250,000,] an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Restricted Definitive Notes and in the Indenture and the Securities Act.

     4. o Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

     (a) o Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement

B-2

Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

     (b) o Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

     (c) o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

     This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

	[Insert Name of Transferor]
By:
	Name:
	Title:

     Dated:                                         

B-3

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

     (a) o a beneficial interest in the:

          (i)   o 144A Global Note (CUSIP ___), or

          (ii)  o Regulation S Global Note (CUSIP ___), or

          (iii) o IAI Global Note (CUSIP ___); or

     (b) o a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

     (a) o a beneficial interest in the:

          (i)   o 144A Global Note (CUSIP ___), or

          (ii)  o Regulation S Global Note (CUSIP ___), or

          (iii) o IAI Global Note (CUSIP ___); or

          (iv) o Unrestricted Global Note (CUSIP ___); or

     (b) o a Restricted Definitive Note; or

     (c) o an Unrestricted Definitive Note,

     in accordance with the terms of the Indenture.

B-4

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

American Casino & Entertainment Properties LLC
ACEP Finance Corp.
2000 Las Vegas Boulevard South
Las Vegas, Nevada 89104

The Bank of New York Mellon, as Trustee and Registrar
101 Barclay – 4 East
New York, New York 10286

     Re: 11% Senior Secured Notes due 2014

(CUSIP ____________)

     Reference is hereby made to the Indenture, dated as of August 14, 2009 (the “Indenture”), among American Casino & Entertainment Properties LLC, a Delaware limited liability company (the “Company”), ACEP Finance Corp., a Delaware Corporation (“ACEP Finance,” together the Company, collectively, the “Issuers”), the Guarantors party thereto and The Bank of New York Mellon as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                             , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $                     in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

     1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

     (a) o Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

     (b) o Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

     (c) o Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for

C-1

a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

     (d) o Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

     2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

     (a) o Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

     (b) o Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] 144A Global Note, Regulation S Global Note, IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

     This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

		[Insert Name of Transferor]
Dated: _________	By:
		Name:
		Title:

C-2

EXHIBIT D

FORM OF CERTIFICATE FROM
ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

American Casino & Entertainment Properties LLC
ACEP Finance Corp.
2000 Las Vegas Boulevard South
Las Vegas, Nevada 89104

The Bank of New York Mellon
101 Barclay – 4 East
New York, New York 10286

     Re: 11% Senior Secured Notes due 2014

     Reference is hereby made to the Indenture, dated as of August 14, 2009 (the “Indenture”), among American Casino & Entertainment Properties LLC, a Delaware limited liability company (the “Company”), ACEP Finance Corp., a Delaware Corporation (“ACEP Finance,” together the Company, collectively, the “Issuers”), the Guarantors party thereto and The Bank of New York Mellon as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

     In connection with our proposed purchase of $___aggregate principal amount of:

     (a) o a beneficial interest in a Global Note, or

     (b) o a Definitive Note,

     we confirm that:

     1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).

     2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and[, if such transfer is in respect of a principal amount of Notes, at the time of transfer of less than $250,000,] an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

D-1

     3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

     4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

     5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

     You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

	[Insert Name of Accredited Investor]
By:
	Name:
	Title:

Dated: _______________________

D-2

EXHIBIT E

[FORM OF NOTATION OF GUARANTEE]

     For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of August 14, 2009 (the “Indenture”) among American Casino & Entertainment Properties LLC, a Delaware limited liability company (the “Company”), ACEP Finance Corp., a Delaware Corporation (“ACEP Finance,” together the Company, collectively, the “Issuers”), the Guarantors party thereto and The Bank of New York Mellon as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium on, if any, and interest and Special Interest, if any, on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of, premium on, if any, interest and Special Interest, if any, on, the Notes, if lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that the Indebtedness evidenced by this Note Guarantee shall cease to be so subordinated and subject in right of payment upon any defeasance of this Note in accordance with the provisions of the Indenture.

     Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

[Name of Guarantor(s)]
By:
	Name:
	Title:

 E-1

EXHIBIT F

[FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

     Supplemental Indenture (this “Supplemental Indenture”), dated as of ___, among ___ (the “Guaranteeing Subsidiary”), a subsidiary of American Casino & Entertainment Properties LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, ACEP Finance Corp., a Delaware corporation (“ACEP Finance,” together with the Company, collectively, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

     WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of August 14, 2009 providing for the issuance of 11% Senior Secured Notes due 2014 (the “Notes”);

     WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

     1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

     2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.

     4. No Recourse Against Others. No director, officer, employee, incorporator, or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees, the Security Documents, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

     5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

 F-1

EXHIBIT F

     6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

     7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

     8. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

F-2

EXHIBIT F

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

     Dated: ___, 20___

[Guaranteeing Subsidiary]
By:
	Name: Title:
ISSUERS:
AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC, a Delaware limited liability company
By:
	Name: Title:
ACEP FINANCE CORP., a Delaware corporation
By:
	Name: Title:
[Existing Guarantors]
By:
	Name: Title:
TRUSTEE:
THE BANK OF NEW YORK MELLON, as Trustee
By:
	Authorized Signatory

F-3

EX-4.7

Exhibit 4.7

EXECUTION VERSION

American Casino & Entertainment Properties LLC

ACEP Finance Corp.

11% Senior Secured Notes due 2014

fully and unconditionally guaranteed as to the
payment of principal, premium,
if any, interest and special interest, if any, by the Guarantors listed on
the signature pages hereto

Exchange and Registration Rights Agreement

August 14, 2009

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

          American Casino & Entertainment Properties LLC, a Delaware limited liability company (“ACEP” or the “Company”) and ACEP Finance Corp., a Delaware corporation (together with ACEP, the “Issuers”), propose to issue and sell to the Purchaser (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $375,000,000 in aggregate principal amount of the Issuers’ 11% Senior Secured Notes due 2014, which are fully and unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchaser thereunder, the Issuers and the Guarantors agree with the Purchaser for the benefit of holders (as defined herein) from time to time of the Entitled Securities (as defined herein) as follows:

          1. Certain Definitions. For purposes of this Exchange and Registration Rights Agreement (this “Agreement”), the following terms shall have the following respective meanings:

     “Base Interest” shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.

     “BNYM” shall mean The Bank of New York Mellon.

     “Board of Directors” means (i), with respect to ACEP, the board of directors of ACEP or any committee thereof duly authorized to act on behalf of such board or the managing member or members or any controlling committee of managing members thereof and (ii),

with respect to ACEP Finance Corp., the board of directors of ACEP Finance Corp. or any committee thereof duly authorized to act on behalf of such board.

     “Broker-Dealer” shall mean any broker or dealer registered with the Commission under the Exchange Act.

     “Business Day” shall have the meaning set forth in Rule 13e-4(a)(3) promulgated by the Commission under the Exchange Act, as the same may be amended or succeeded from time to time.

     “Closing Date” shall mean the date on which the Securities are initially issued.

     “Collateral Trustee” shall have the meaning assigned thereto in the Indenture.

     “Commission” shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

     “DTC” shall mean The Depository Trust Company.

     “EDGAR System” means the EDGAR filing system of the Commission and the rules and regulations pertaining thereto promulgated by the Commission in Regulation S-T under the Securities Act and the Exchange Act, in each case as the same may be amended or succeeded from time to time (and without regard to format).

     “Effectiveness Target Date” shall have the meaning assigned thereto in Section 2(c).

     “Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Offer Registration Statement effective or as of which the Exchange Offer Registration Statement otherwise becomes effective; (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective and (iii) a Market-Making Registration, shall mean the time and date as of which the Commission declares the Market-Making Registration Statement effective or as of which the Market-Making Registration Statement otherwise becomes effective.

     “Electing Holder” shall mean any holder of Entitled Securities that has returned a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(d)(ii) or Section 3(d)(iii) and the instructions set forth in the Notice and Questionnaire.

     “Entitled Securities” shall mean the Securities; provided, however, that a Security shall cease to be a Entitled Security upon the earliest to occur of the following: (i) the date on which such note has been exchanged by a Person other than a Broker-Dealer for an Exchange Note in the Exchange Offer; (ii) the date on which such Exchange Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, following the exchange by a Broker-Dealer in the Exchange Offer of a note for an Exchange Note; (iii) the date on which, in the circumstances contemplated by Section 2(b), a Shelf Registration Statement registering such Security under the Securities Act has been declared or becomes effective and such Security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement; or (iv) the date on which such Security is actually sold by the holder thereof pursuant to Rule

144 under the Securities Act; provided that a Security will not cease to be an Entitled Security for purposes of the Exchange Offer or any Market-Making Registration by virtue of this clause (iv).

     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder, as the same may be amended or succeeded from time to time.

     “Exchange Offer” shall have the meaning assigned thereto in Section 2(a).

     “Exchange Offer Registration Statement” shall have the meaning assigned thereto in Section 2(a).

     “Exchange Registration” shall have the meaning assigned thereto in Section 3(c).

     “Exchange Securities” shall have the meaning assigned thereto in Section 2(a).

     “Gaming Authorities” shall have the meaning assigned thereto in the Indenture.

     “Guarantors” shall have the meaning assigned thereto in the Indenture.

     “Guarantees” shall have the meaning assigned thereto in the definition of Securities.

     The term “holder” shall mean the Purchaser and other persons who acquire Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Securities.

     “Indenture” shall mean the indenture, dated as of August 14, 2009, among the Issuers, the Guarantors and BNYM, as trustee, as the same may be amended from time to time.

     “Market Maker” shall mean Goldman, Sachs & Co. and its affiliates (as defined under the rules and regulations of the Commission).

     “Market-Making Conditions” shall have the meaning assigned thereto in Section 2(d).

     “Market-Making Prospectus” shall have the meaning assigned thereto in Section 2(d).

     “Market-Making Registration” shall have the meaning assigned thereto in Section 2(d).

     “Market-Making Registration Statement” shall have the meaning assigned thereto in Section 2(d).

     “Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto.

     The term “person” shall mean a corporation, limited liability company, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency.

     “Purchase Agreement” shall mean the Purchase Agreement, dated as of August 11, 2009, among the Purchaser, the Issuers and the Guarantors relating to the Securities.

     “Purchaser” shall mean Goldman, Sachs & Co.

     “Registration Default” shall have the meaning assigned thereto in Section 2(c).

     “Registration Default Period” shall have the meaning assigned thereto in Section 2(c).

     “Registration Expenses” shall have the meaning assigned thereto in Section 4.

     “Resale Period” shall have the meaning assigned thereto in Section 2(a).

     “Restricted Holder” shall mean (i) a holder that is an affiliate of either of the Issuers within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a Broker-Dealer, but only with respect to Exchange Securities received by such Broker-Dealer pursuant to an Exchange Offer in exchange for Entitled Securities acquired by the Broker-Dealer directly from the Issuers.

     “Rule 144”, Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” shall mean, in each case, such rule promulgated by the Commission under the Securities Act (or any successor provision), as the same may be amended or succeeded from time to time.

     “Securities” shall mean the $375,000,000 in aggregate principal amount of the Issuers’ 11% Senior Secured Notes due 2014 to be issued and sold to the Purchaser pursuant to the Purchase Agreement, and securities issued in exchange therefor or in lieu thereof pursuant to the Indenture. Each Security is entitled to the benefit of the guarantees provided by the Guarantors in the Indenture (the “Guarantees”) and, unless the context otherwise requires, any reference herein to a “Security,” an “Exchange Security” or a “Entitled Security” shall include a reference to the related Guarantees.

     “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder, as the same may be amended or succeeded from time to time.

     “Shelf Registration” shall have the meaning assigned thereto in Section 2(b).

     “Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b).

     “Special Interest” shall have the meaning assigned thereto in Section 2(c).

     “Suspension Period” shall have the meaning assigned thereto in Section 2(b).

     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated by the Commission thereunder, as the same may be amended or succeeded from time to time.

     “Trustee” shall mean BNYM, as trustee under the Indenture, together with any successors thereto in such capacity.

     Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers to a Section or clause, as the case may be, of this Agreement, and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision.

     2. Registration Under the Securities Act.

     (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree to file with the Commission, on or prior to 90 days after the Closing Date an exchange offer registration statement on the appropriate form under the Securities Act with respect to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuers and guaranteed by the Guarantors, which debt securities and Guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of the Indenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for Special Interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuers and the Guarantors agree to use all commercially reasonable efforts to have the Exchange Offer Registration Statement declared effective by the Commission on or prior to 180 days after the Closing Date, which may be extended for an additional 90 days if the sole reason for the Exchange Offer Registration Statement not becoming declared effective is the result of the failure of the Issuers to obtain necessary approvals of applicable Gaming Authorities; provided, that during such extension the Issuers shall continue to use their commercially reasonable efforts to obtain such approvals. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Issuers and the Guarantors will (i) commence the Exchange Offer promptly; and (ii) use all commercially reasonable efforts to (A) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (B) exchange Exchange Securities for all Entitled Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (i) if the Exchange Securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Entitled Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America and (ii) upon the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Entitled Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30 Business Days following the commencement of the Exchange Offer. The Issuers and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a Broker-Dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180^th day after the Exchange Offer has been completed or such time as such Broker-Dealers no longer own any Entitled Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in subsections 6(a), (c), (d) and (e).

     (b) If (i) on or prior to the time the Exchange Offer is completed the Issuers and the Guarantors are not (A) required to file the Exchange Offer Registration Statement or (B) permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy; or (ii) any holder of Entitled Securities notifies the Issuers prior to the 20th Business Day following consummation of the Exchange Offer that

(A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a Broker-Dealer and owns Securities acquired directly from the Issuers or an affiliate of the Issuers, then the Issuers and the Guarantors shall, in lieu of (or, in the case of clause (B), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use all commercially reasonable efforts to file with the Commission on or prior to 30 days after such filing obligation arises (but no earlier than 90 days after the Closing Date), a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Entitled Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”) to cover resales of the Entitled Securities by the Electing Holders who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement. If obligated to file the Shelf Registration Statement, the Issuers and the Guarantors will use all commercially reasonable efforts to cause the Shelf Registration Statement be declared effective by the Commission on or prior to 90 days after such Shelf Registration Statement filing obligation arises (but no earlier than 180 days after the Closing Date). The Issuers and the Guarantors agree to use all commercially reasonable efforts to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or such time as there are no longer any Entitled Securities outstanding. No holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Entitled Securities unless such holder is an Electing Holder. The Issuers and the Guarantors agree, after the Effective Time of the Shelf Registration Statement and promptly upon the request of any holder of Entitled Securities that is not then an Electing Holder, to use all commercially reasonable efforts to enable such holder to use the prospectus forming a part thereof for resales of Entitled Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement (whether by post-effective amendment thereto or by filing a prospectus pursuant to Rules 430B and 424(b) under the Securities Act identifying such holder), provided, however, that nothing in this sentence shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(d)(iii). Notwithstanding anything to the contrary in this Section 2(b), upon notice to the Electing Holders, the Issuers may suspend the use or the effectiveness of such Shelf Registration Statement, or extend the time period in which it is required to file the Shelf Registration Statement, for up to 30 consecutive days and up to 60 days in the aggregate, in each case in any 12-month period (a “Suspension Period”) if the Board of Directors of the Issuers determines that there is a valid business purpose for suspension of the Shelf Registration Statement; provided that the Issuers shall promptly notify the Electing Holders when the Shelf Registration Statement may once again be used or is effective

     (c) In the event that (i) the Issuers and the Guarantors have not filed the Exchange Offer Registration Statement or the Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or Section 2(b), respectively, or (ii) such Exchange Offer Registration Statement or Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness (the “Effectiveness Target Date”), or (iii) the Exchange Offer has not been completed within 30 Business Days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Exchange Offer Registration Statement or Shelf Registration Statement required by Section 2(a) or Section

2(b) is filed and becomes effective but thereafter ceases to be effective or usable in connection with resales or exchanges of Securities either because it is withdrawn by the Issuers or it becomes subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein including, with respect to any Shelf Registration Statement, during any applicable Suspension Period in accordance with the last sentence of Section 2(b)) without being succeeded immediately by an additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, the Issuers and the Guarantors will pay special interest (“Special Interest”) to each holder of Entitled Securities until all Registration Defaults have been cured. With respect to the first 90-day period immediately following the occurrence of the first Registration Default, Special Interest will be paid in an amount equal to 0.25% per annum on the principal amount of Entitled Securities outstanding. The amount of Special Interest will increase by an additional 0.25% per annum on the principal amount of Entitled Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Special Interest for all Registration Defaults of 1.0% per annum of the principal amount of the Entitled Securities outstanding. All accrued Special Interest will be paid by the Issuers and the Guarantors on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds. Following the cure of all Registration Defaults, the accrual of Special Interest will cease.

     (d) So long as (w) any of the Securities (whether Entitled Securities, Exchange Securities or otherwise) are outstanding, (x) the Market Maker proposes to make a market in the Securities as part of its business in the ordinary course and (y) in the reasonable opinion of Goldman, Sachs & Co., it would be necessary or appropriate under applicable laws, rules and regulations for the Market Maker to deliver a prospectus in connection with market-making activities with respect to the Securities (clauses (w) through (y) collectively, the “Market-Making Conditions”) and (z) the Market Marker provides notice to the Issuers that the Market Marking Conditions are satisfied, the following provisions of this Section 2(d) shall apply for the sole benefit of the Market Maker (it being understood that only a person for whom the Market-Making Conditions apply at the applicable time shall be entitled to the use of the Market-Making Registration Statement and related provisions of this Agreement at any time). The Issuers and the Guarantors shall use all commercially reasonable efforts to file with the Commission, a “shelf” registration statement (which may be the Exchange Offer Registration Statement or the Shelf Registration Statement if permitted by the rules and regulations of the Commission) pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the Commission providing for the registration of, and the sale on a continuous or delayed basis in secondary transactions by the Market Maker of, Securities (such filing, a “Market-Making Registration”, such registration statement as amended or supplemented from time to time, a “Market-Making Registration Statement”, and the prospectus contained in such Market-Making Registration Statement, as amended or supplemented from time to time, a “Market-Making Prospectus”). The Issuers and the Guarantors agree to use all commercially reasonable efforts to cause the Market-Making Registration Statement to become or be declared effective on or prior to (i) the date the Exchange Offer is completed pursuant to Section 2(a) above or (ii) the date the Shelf Registration becomes or is declared effective pursuant to Section 2(b) above, and to keep such Market-Making Registration Statement continuously effective for so long as the Market Maker may be required to deliver a prospectus in connection with transactions in the Securities. In the event that the Market Maker holds Securities at the time an Exchange Offer is to be conducted under Section 2(a) above, the Issuers and the Guarantors agree

that the Market-Making Registration shall provide for the resale by the Market Maker of such Securities and shall use its commercially reasonable efforts to keep the Market-Making Registration Statement continuously effective until such time as Goldman, Sachs & Co. determines in its reasonable judgment that the Market Maker is no longer required to deliver a prospectus in connection with the sale of such Securities.

     Notwithstanding anything to the contrary in this Section 2(d), the Issuers may suspend the offering and sale under the Market-Making Registration Statement for a Suspension Period if the Board of Directors of the Issuers determines that (i) such registration would require disclosure of an event at such time as could reasonably be expected to have a material adverse effect on the business operations or prospects of the Issuers, (ii) such registration would require disclosure of material information relating to a corporate development or (iii) such Market-Making Registration Statement or amendment or supplement thereto contains an untrue statement of material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the Issuers shall promptly notify the Market Maker when the Market-Making Registration Statement may once again be used or is effective.

     (e) The Issuers shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under any Exchange Offer Registration Statement, Shelf Registration Statement or Market-Making Registration Statement, as applicable.

     (f) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time; and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

     3. Registration Procedures.

          If the Issuers and the Guarantors file a registration statement pursuant to Section 2(a), Section 2(b) or Section 2(d), the following provisions shall apply:

     (a) At or before the Effective Time of the Exchange Registration or any Shelf Registration or any Market-Making Registration, whichever may occur first, the Issuers shall qualify the Indenture under the Trust Indenture Act.

     (b) In the event that such qualification would require the appointment of a new trustee under the Indenture, the Issuers shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

     (c) In connection with the Issuers’ and the Guarantors’ obligations with respect to the registration of Exchange Securities as contemplated by Section 2(a) (the “Exchange Registration”), if applicable, the Issuers and the Guarantors shall:

     (i) prepare and file with the Commission, on or prior to 90 days after the Closing Date, an Exchange Offer Registration Statement on any form which may be utilized by the Issuers and the Guarantors and which shall permit the Exchange Offer and resales of Exchange Securities by Broker-Dealers during the Resale Period to

be effected as contemplated by Section 2(a), and use all commercially reasonable efforts to cause such Exchange Registration Statement to become effective on or prior to 180 days after the Closing Date, which may be extended for an additional 90 days if the sole reason for the Exchange Offer Registration Statement not becoming effective is the result of the failure of the Issuers to obtain necessary approvals of applicable Gaming Authorities; provided, that during such extension the Issuers shall continue to use their commercially reasonable efforts to obtain such approvals;

     (ii) as soon as practicable prepare and file with the Commission such amendments and supplements to such Exchange Offer Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Offer Registration Statement for the periods and purposes contemplated in Section 2(a) and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Offer Registration Statement, and promptly provide each Broker-Dealer holding Exchange Securities with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the Trust Indenture Act, as such Broker-Dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities;

     (iii) promptly notify each Broker-Dealer that has requested or received copies of the prospectus included in such Exchange Offer Registration Statement, and confirm such advice in writing, (A) when such Exchange Offer Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Exchange Offer Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Exchange Offer Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Exchange Offer Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Issuers contemplated by Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Issuers of any notification with respect to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (F) the occurrence of any event that causes either of the Issuers to become an “ineligible issuer” as defined in Rule 405, or (G) if at any time during the Resale Period when a prospectus is required to be delivered under the Securities Act, that such Exchange Offer Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus, in the light of the circumstances under which such statements were made).

     (iv) in the event that the Issuers and the Guarantors would be required, pursuant to Section 3(c)(iii)(G), to notify any Broker-Dealers holding Exchange Securities (except as otherwise permitted during any Suspension Period), promptly prepare and furnish to each such holder a reasonable number of copies of a

prospectus supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Securities during the Resale Period, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statements were made, not misleading.

     (v) use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such Exchange Offer Registration Statement or any post-effective amendment thereto at the earliest practicable date;

     (vi) use all commercially reasonable efforts to (A) register or qualify the Exchange Securities under the securities laws or blue sky laws of such jurisdictions as are contemplated by Section 2(a) on or prior to the commencement of the Exchange Offer, to the extent required by such laws, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period, (C) take any and all other actions as may be reasonably necessary or advisable to enable each Broker-Dealer holding Exchange Securities to consummate the disposition thereof in such jurisdictions and (D) obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Exchange Registration, the Exchange Offer and the offering and sale of Exchange Securities by Broker-Dealers during the Resale Period; provided, however, that none of the Issuers nor any Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(c)(vi), (2) consent to general service of process in any such jurisdiction or become subject to taxation in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or other governing documents or any agreement between it and its stockholders;

     (vii) obtain a CUSIP number for all Exchange Securities, not later than the applicable Effective Time; and

     (viii) comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders no later than 18 months after the Effective Time of such Exchange Offer Registration Statement, an “earning statement” of the Issuers and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Issuers, Rule 158 thereunder).

     (d) In connection with the Issuers’ and the Guarantors’ obligations with respect to the Shelf Registration, if applicable, the Issuers and the Guarantors shall:

     (i) prepare and file with the Commission, within the time periods specified in Section 2(b), a Shelf Registration Statement on any form which may be utilized by the Issuers and which shall register all of the Entitled Securities for resale by the holders thereof in accordance with such method or methods of disposition as may be specified by the holders of Entitled Securities as, from time to time, may be Electing Holders and use all commercially reasonable efforts to cause such Shelf Registration Statement to become effective within the time periods specified in Section 2(b);

     (ii) mail the Notice and Questionnaire to the holders of Entitled Securities not less than 30 days prior to the anticipated Effective Time of the Shelf Registration Statement and in any such case no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Entitled Securities at any time, unless and until such holder has returned a completed and signed Notice and Questionnaire to the Issuers;

     (iii) after the Effective Time of the Shelf Registration Statement, upon the request of any holder of Entitled Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Issuers shall not be required to take any action to name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Entitled Securities until such holder has returned a completed and signed Notice and Questionnaire to the Issuers;

     (iv) as soon as practicable prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission to the extent such documents are not publicly available on the Commission’s EDGAR System;

     (v) comply with the provisions of the Securities Act with respect to the disposition of all of the Entitled Securities covered by such Shelf Registration Statement in accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf Registration Statement;

     (vi) provide the Electing Holders and not more than one counsel for all the Electing Holders the opportunity to participate in the preparation of such Shelf Registration Statement, each prospectus included therein or filed with the Commission and each amendment or supplement thereto;

     (vii) for a reasonable period prior to the filing of such Shelf Registration Statement, and throughout the period specified in Section 2(b), make available at reasonable times at the Issuers’ principal place of business or such other reasonable place for inspection by the persons referred to in Section 3(d)(vi) who shall certify to the Issuers that they have a current intention to sell the Entitled Securities pursuant to the Shelf Registration such financial and other information and books and records of the Issuers, and cause the officers, employees, counsel and independent certified public accountants of the Issuers to respond to such inquiries, as shall be reasonably necessary (and in the case of counsel, not violate an attorney-client privilege, in such counsel’s reasonable belief), in the judgment of the respective counsel referred to in Section 3(d)(vi), to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering on behalf of the Electing Holders shall be conducted by one counsel designated by the holders of at least a majority in aggregate principal amount of the Entitled Securities held by the Electing Holders at the time outstanding and provided further that each such party shall be required to maintain in confidence

and not to disclose to any other person any information or records reasonably designated by the Issuers as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such Shelf Registration Statement or otherwise), or (B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Issuers prompt prior written notice of such requirement), or (C) such information is required to be set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such prospectus in order that such Shelf Registration Statement, prospectus, amendment or supplement, as the case may be, complies with applicable requirements of the Securities Act and does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus, in the light of the circumstances under which such statements were made).

     (viii) promptly notify each of the Electing Holders and confirm such advice in writing, (A) when such Shelf Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Shelf Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Issuers set forth in Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Issuers of any notification with respect to the suspension of the qualification of the Entitled Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (F) the occurrence of any event that causes either of the Issuers to become an “ineligible issuer” as defined in Rule 405, or (G) if at any time when a prospectus is required to be delivered under the Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus, in the light of the circumstances under which such statements were made).

     (ix) use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or any post-effective amendment thereto at the earliest practicable date;

     (x) if requested by any Electing Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the Commission and as such Electing Holder reasonably specifies should be included therein relating to the terms of the sale of such Entitled Securities, including information with respect to the principal amount of

Entitled Securities being sold by such Electing Holder, the name and description of such Electing Holder, the offering price of such Entitled Securities and any discount, commission or other compensation payable in respect thereof and with respect to any other terms of the offering of the Entitled Securities to be sold by such Electing Holder; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;

     (xi) furnish to each Electing Holder and the counsel referred to in Section 3(d)(vi) an executed copy (or a conformed copy) of such Shelf Registration Statement, each such amendment and supplement thereto (in each case including all exhibits thereto (in the case of an Electing Holder of Entitled Securities, upon request) and documents incorporated by reference therein) and such number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by such Electing Holder) and of the prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act to the extent such documents are not available through the Commission’s EDGAR System, and such other documents, as such Electing Holder may reasonably request in order to facilitate the offering and disposition of the Entitled Securities owned by such Electing Holder and to permit such Electing Holder to satisfy the prospectus delivery requirements of the Securities Act; and subject to Section 3(e), the Issuers hereby consent to the use of such prospectus (including such preliminary and summary prospectus) and any amendment or supplement thereto by each such Electing Holder (subject to any applicable Suspension Period), in each case in the form most recently provided to such person by the Issuers, in connection with the offering and sale of the Entitled Securities covered by the prospectus (including such preliminary and summary prospectus) or any supplement or amendment thereto;

     (xii) use all commercially reasonable efforts to (A) register or qualify the Entitled Securities to be included in such Shelf Registration Statement under such securities laws or blue sky laws of such jurisdictions as any Electing Holder shall reasonably request, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the Shelf Registration Statement is required to remain effective under Section 2(b) and for so long as may be necessary to enable any such Electing Holder to complete its distribution of Entitled Securities pursuant to such Shelf Registration Statement, (C) take any and all other actions as may be reasonably necessary or advisable to enable each such Electing Holder to consummate the disposition in such jurisdictions of such Entitled Securities and (D) obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Shelf Registration or the offering or sale in connection therewith or to enable the selling holder or holders to offer, or to consummate the disposition of, their Entitled Securities; provided, however, that none the Issuers or the Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(d)(xii), (2) consent to general service of process in any such jurisdiction or become subject to taxation in any such jurisdiction or (3) make any changes to its

certificate of incorporation or by-laws or other governing documents or any agreement between it and its stockholders;

     (xiii) unless any Entitled Securities shall be in book-entry only form, cooperate with the Electing Holders to facilitate the timely preparation and delivery of certificates representing Entitled Securities to be sold, which certificates, if so required by any securities exchange upon which any Entitled Securities are listed, shall be printed, penned, lithographed, engraved or otherwise produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends;

     (xiv) obtain a CUSIP number for all Securities that have been registered under the Securities Act, not later than the applicable Effective Time;

     (xv) notify in writing each holder of Entitled Securities of any proposal by the Issuers to amend or waive any provision of this Agreement pursuant to Section 9(h) and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the text of the amendment or waiver proposed or effected, as the case may be; and

     (xvi) comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders no later than 18 months after the Effective Time of such Shelf Registration Statement an “earning statement” of the Issuers and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Issuers, Rule 158 thereunder).

     (e) In the event that the Issuers would be required, pursuant to Section 3(d)(viii)(G), to notify the Electing Holders, the Issuers shall promptly prepare and furnish to each of the Electing Holders a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Entitled Securities, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. Each Electing Holder agrees that upon receipt of any notice from the Issuers pursuant to Section 3(d)(viii)(G), such Electing Holder shall forthwith discontinue the disposition of Entitled Securities pursuant to the Shelf Registration Statement applicable to such Entitled Securities until such Electing Holder shall have received copies of such amended or supplemented prospectus, and if so directed by the Issuers, such Electing Holder shall deliver to the Issuers (at the Issuers’ expense) all copies, other than permanent file copies, of the prospectus covering such Entitled Securities in such Electing Holder’s possession at the time of receipt of such notice.

     (f) In the event of a Shelf Registration, in addition to the information required to be provided by each Electing Holder in its Notice and Questionnaire, the Issuers may require such Electing Holder to furnish to the Issuers such additional information regarding such Electing Holder and such Electing Holder’s intended method of distribution of Entitled Securities as may be required in order to comply with the Securities Act. Each such Electing Holder agrees to notify the Issuers as promptly as practicable of any inaccuracy or change in information previously furnished by such Electing Holder to the Issuers or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such

Entitled Securities or omits to state any material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Entitled Securities required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to the Issuers any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of such Entitled Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

     (g) Until the expiration of one year after the Closing Date, the Issuers will not, and will not permit any of their “affiliates” (as defined in Rule 144) to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement, or a valid exemption from the registration requirements, under the Securities Act.

     (h) As a condition to its participation in the Exchange Offer, each holder of Entitled Securities shall furnish, upon the request of the Issuers, a written representation to the Issuers (which may be contained in the letter of transmittal or “agent’s message” transmitted via The Depository Trust Company’s Automated Tender Offer Procedures, in either case contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an “affiliate” of either of the Issuers, as defined in Rule 405 of the Securities Act, or if it is such an “affiliate”, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (B) it is not engaged in and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer, (C) it is acquiring the Exchange Securities in its ordinary course of business, (D) if it is a Broker-Dealer that holds Securities that were acquired for its own account as a result of market-making activities or other trading activities (other than Securities acquired directly from either of the Issuers or any of their affiliates), it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by it in the Exchange Offer, (E) if it is a Broker-Dealer, that it did not purchase the Securities to be exchanged in the Exchange Offer from either of the Issuers or any of its affiliates, and (F) it is not acting on behalf of any person who could not truthfully and completely make the representations contained in the foregoing subclauses (A) through (E).

     (i) In connection with the Issuers’ and the Guarantors’ obligations with respect to a Market-Making Registration, if applicable, the Issuers and the Guarantors shall:

     (i) prepare and file with the Commission, within the time periods specified in Section 2(d), a Market-Making Registration Statement on any form which may be utilized by the Issuers and which shall register all of the Securities and the Exchange Securities for resale by the Market Maker in accordance with such method or methods of disposition as may be specified by the Market Maker and use all commercially reasonable efforts to cause such Market-Making Registration Statement to become effective within the time periods specified in Section 2(d);

     (ii) as soon as practicable prepare and file with the Commission such amendments and supplements to such Market-Making Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Market-Making Registration Statement for the period specified in Section 2(d) and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Market-Making Registration Statement, and furnish to the Market Maker copies of any such

supplement or amendment simultaneously with or prior to its being used or filed with the Commission to the extent such documents are not publicly available on the Commission’s EDGAR System;

     (iii) comply with the provisions of the Securities Act with respect to the disposition of all of the Securities and Exchange Securities covered by such Market-Making Registration Statement in accordance with the intended methods of disposition by the Market Maker provided for in such Market-Making Registration Statement;

     (iv) provide the Market Maker and its counsel the opportunity to participate in the preparation of such Market-Making Registration Statement, each prospectus included therein or filed with the Commission and each amendment or supplement thereto;

     (v) for a reasonable period prior to the filing of such Market-Making Registration Statement, and throughout the period specified in Section 2(d), make available at reasonable times at the Issuers’ principal place of business or such other reasonable place for inspection by the Market Maker and its counsel such financial and other information and books and records of the Issuers, and cause the officers, employees, counsel and independent certified public accountants of the Issuers to respond to such inquiries, as shall be reasonably necessary (and in the case of counsel, not violate an attorney-client privilege, in such counsel’s reasonable belief), in the judgment of the Market Maker’s counsel, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the Market Maker and its counsel shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Issuers as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such Market-Making Registration Statement or otherwise), or (B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Issuers prompt prior written notice of such requirement), or (C) such information is required to be set forth in such Market-Making Registration Statement or the prospectus included therein or in an amendment to such Market-Making Registration Statement or an amendment or supplement to such prospectus in order that such Market-Making Registration Statement, prospectus, amendment or supplement, as the case may be, complies with applicable requirements of the Securities Act and does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

     (vi) promptly notify the Market Maker and confirm such advice in writing, (A) when such Market-Making Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Market-Making Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Market-Making Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Market-Making Registration

Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Issuers set forth in Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Issuers of any notification with respect to the suspension of the qualification of the Securities or the Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (F) the occurrence of any event that causes the Issuers to become an “ineligible issuer” as defined in Rule 405, or (G) if at any time when a prospectus is required to be delivered under the Securities Act, that such Market-Making Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

     (vii) use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such Market-Making Registration Statement or any post-effective amendment thereto at the earliest practicable date;

     (viii) if requested by the Market Maker, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the Commission and as the Market Maker reasonably specifies should be included therein relating to the terms of the sale of such Securities or Exchange Securities by the Market Maker; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;

     (ix) furnish to the Market Maker and its counsel an executed copy (or a conformed copy) of such Market-Making Registration Statement, each such amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein) and such number of copies of such Market-Making Registration Statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by the Market Maker) and of the prospectus included in such Market Making Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act to the extent such documents are not available through the Commission’s EDGAR System, and such other documents, as the Market Maker may reasonably request in order to facilitate the offering and disposition of the Securities and the Exchange Securities by the Market Maker and to permit the Market Maker to satisfy the prospectus delivery requirements of the Securities Act; and subject to Section 3(j), the Issuers and the Guarantors hereby consent to the use of such prospectus (including such summary prospectus) and any amendment or supplement thereto by the Market Maker (subject to any applicable suspension period in accordance with Section 3(j)), in each case in the form most recently provided to the Market Maker by the Issuers) in connection with the offering and sale of the Securities and Exchange Securities covered by the prospectus (including such summary prospectus) or any supplement or amendment thereto;

     (x) use all commercially reasonable efforts to (A) register or qualify the Securities and Exchange Securities to be included in such Market-Making Registration Statement under such securities laws or blue sky laws of such

jurisdictions as the Market Maker shall reasonably request, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the Market-Making Registration Statement is required to remain effective under Section 2(d) and for so long as may be necessary to enable any such Electing Holder to complete its distribution of Securities and Exchange Securities pursuant to such Market-Making Registration Statement, (C) take any and all other actions as may be reasonably necessary or advisable to enable the Market Maker to consummate the disposition in such jurisdictions of such Securities and Exchange Securities and (D) obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Market-Making Registration or the offering or sale in connection therewith or to enable the Market Maker to offer, or to consummate the disposition of, Securities and Exchange Securities in connection with its market making activities; provided, however, that none of the Issuers nor any Guarantor shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(e)(x), (2) consent to general service of process in any such jurisdiction or become subject to taxation in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or other governing documents or any agreement between it and its stockholders;

     (xi) use all commercially reasonable efforts to furnish or cause to be furnished to the Market Maker upon its request at reasonable intervals (subject to the proviso below), when the Market-Making Registration Statement or the Market-Making Prospectus shall be amended or supplemented at any time when the Market-Making Conditions are satisfied: (1) access to the Issuers’ officers and financial and other records; provided, however, that if any information is identified by the Issuers as being confidential or proprietary, each person shall take such actions as are reasonably necessary to protect the confidentiality of such information; (2) written opinions of counsel for the Issuers (which may be the General Counsel of the Issuers in her sole discretion) covering such matters as the Market Maker may reasonably request and that, to such counsel’s knowledge, no stop order suspending the effectiveness of the Market-Making Registration Statement has been issued and no proceeding for that purpose is pending or threatened by the Commission; (3) a customary comfort letter from the independent accountants who have certified the financial statements included in the Market-Making Registration Statement as then amended covering such matters as the Market Maker shall reasonably request and consistent with customary practice; and (4) certificates of officers of the Issuers to the effect that, to the knowledge of such officer: (A) the Market-Making Registration Statement has been declared effective; (B) in the case of an amendment, such amendment has become effective under the Securities Act as of the date and time specified in such certificate, if applicable; (C) if required, such amendment or supplement to the Market-Making Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) under the Securities Act specified in such certificate on the date specified therein; (D) no stop order suspending the effectiveness of the Market-Making Registration Statement has been issued and no proceeding for that purpose is pending or threatened by the Commission; (E) such officers have examined the Market-Making Registration Statement and the Market-Making Prospectus (and, in the case of an amendment or supplement, such amendment or supplement) and as of the date of such document, the Market-Making Registration Statement and the Market-Making Prospectus, as amended or

supplemented, as applicable, did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and in the case of clauses (2), (3) and (4) above in form and substance reasonably satisfactory to the Market Maker and as modified to relate to the Market-Making Registration Statement and the Market-Making Prospectus as then amended or supplemented; provided, however, that (x) such letters from the independent accountants shall be required only in connection with amendments or supplements relating to the inclusion of audited financial statements, beginning with the audited financial statements for the year ended 2008 and shall be required no more than once in any calendar year and (y) such opinions of counsel and such officers certificates shall be required no more than twice in any calendar year;

     (xii) unless any Securities or Exchange Securities shall be in book-entry only form, cooperate with the Market Maker to facilitate the timely preparation and delivery of certificates representing Securities and Exchange Securities to be sold, which certificates, if so required by any securities exchange upon which any Securities or Exchange Securities are listed, shall be printed, penned, lithographed, engraved or otherwise produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends; and

     (xiii) comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders no later than 18 months after the Effective Time of such Market-Making Registration Statement an “earning statement” of the Issuers and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Issuers, Rule 158 thereunder).

     (j) In the event that the Issuers would be required, pursuant to Section 3(i)(vi)(G), to notify the Market Maker, the Issuers shall promptly prepare and furnish to the Market Maker a reasonable number of copies of a Market-Making prospectus supplemented or amended so that, as thereafter delivered to purchasers of Securities or Exchange Securities, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The Market Maker agrees that upon receipt of any notice from the Issuers pursuant to Section 3(i)(vi)(G), the Market Maker shall forthwith discontinue the disposition of Securities and Exchange Securities pursuant to the Market-Making Registration Statement until the Market Maker shall have received copies of such amended or supplemented Market-Making Prospectus, and if so directed by the Issuers, the Market Maker shall deliver to the Issuers (at the Issuers’ expense) all copies, other than permanent file copies, of the Market-Making Prospectus in the Market-Maker’s possession at the time of receipt of such notice.

     4. Registration Expenses.

               The Issuers agree to bear and to pay or cause to be paid promptly all expenses incident to the Issuers’ and the Guarantors’ performance of or compliance with this Agreement, including (a) all Commission and any FINRA registration, filing and review fees and expenses including reasonable fees and disbursements of counsel for the Eligible Holders and the Market Maker in connection with such registration, filing and review, (b) all fees and expenses in connection with the qualification of the Entitled Securities, the Securities and the Exchange Securities, as applicable, for offering and sale under the state securities and blue sky laws referred to in Section 3(d)(xii) and Section 3(i)(x) and determination of their eligibility for

investment under the laws of such jurisdictions as the Electing Holders or the Market Maker may designate, including any reasonable fees and disbursements of counsel for the Electing Holders or the Market Maker in connection with such qualification and determination, (c) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Securities or Exchange Securities, as applicable, for delivery and the expenses of printing or producing any selling agreements and blue sky or legal investment memoranda and all other documents in connection with the offering, sale or delivery of Securities or Exchange Securities, as applicable, to be disposed of (including certificates representing the Securities or Exchange Securities, as applicable), (d) messenger, telephone and delivery expenses relating to the offering, sale or delivery of Securities or Exchange Securities, as applicable, and the preparation of documents referred in clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any agent of the Trustee and any counsel for the Trustee and of any collateral agent or custodian, including the Collateral Trustee, (f) internal expenses (including all salaries and expenses of the Issuers’ officers and employees performing legal or accounting duties), (g) reasonable fees, disbursements and expenses of counsel and independent certified public accountants of the Issuers, (h) reasonable fees, disbursements and expenses of (x) one counsel and any local counsel for all Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of at least a majority in aggregate principal amount of the Entitled Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Issuers) and (y) one counsel and any local counsel for the Market Maker retained in connection with a Market-Making Registration, as selected by the Market Maker (which counsel shall be reasonably satisfactory to the Issuers), (i) any fees charged by securities rating services for rating the Entitled Securities, the Securities or the Exchange Securities, as applicable, and (j) reasonable fees, expenses and disbursements of any other persons, including special experts, retained by the Issuers in connection with such registration (collectively, the “Registration Expenses”). To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Entitled Securities, Securities or Exchange Securities (including the Market Maker), as applicable, the Issuers shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a request therefor and supporting documentation. Notwithstanding the foregoing, the holders of the Entitled Securities being registered and the Market Maker shall pay all agency fees and commissions and underwriting discounts and commissions, if any, and transfer taxes, if any, attributable to the sale of such Entitled Securities, Securities and Exchange Securities, as applicable, and reasonable fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above.

          5. Representations and Warranties.

               Each of the Issuers and the Guarantors, jointly and severally, represents and warrants to, and agrees with, the Purchaser and each of the holders from time to time of Entitled Securities and the Market Maker that:

     (a) Each registration statement covering Entitled Securities, Securities or Exchange Securities, as applicable, and each prospectus (including any preliminary or summary prospectus) contained therein or furnished pursuant to Section 3(c) or Section 3(d) or Section 3(i) and any further amendments or supplements to any such registration statement or prospectus, when it becomes effective or is filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not

misleading; and at all times subsequent to the Effective Time when a prospectus would be required to be delivered under the Securities Act, other than from (i) such time as a notice has been given to holders of Entitled Securities or to the Market Maker pursuant to Section 3(c)(iii)(G) or Section 3(d)(viii)(G) or Section 3(i)(vi)(G) until (ii) such time as the Issuers furnishes an amended or supplemented prospectus pursuant to Section 3(c)(iv) or Section 3(e) or Section 3(j), each such registration statement, and each prospectus (including any summary prospectus) contained therein or furnished pursuant to Section 3(c) or Section 3(d) or Section 3(i), as then amended or supplemented, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus, in the light of the circumstances under which such statements were made); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Issuers by a holder of Entitled Securities or the Market Maker expressly for use therein.

     (b) Any documents incorporated by reference in any prospectus referred to in Section 5(a), when they become or became effective or are or were filed with the Commission, as the case may be, will conform or conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents will contain or contained an untrue statement of a material fact or will omit or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statements were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Issuers by a holder of Entitled Securities or the Market Maker expressly for use therein.

     (c) The compliance by the Issuers with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the certificate of incorporation, as amended, or the by-laws or other governing documents, as applicable, of the Issuers or the Guarantors or (iii)  result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, except in the cases of clause (i) or (iii) above, as would not, individually or in the aggregate, result in any material adverse change, or any development that would reasonably expected to result in a material adverse change, in or affecting the business, properties, financial condition or results of operations of the Issuers and their subsidiaries, taken as a whole. No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Issuers and the Guarantors of the transactions contemplated by this Agreement, except for (x) the registration under the Securities Act of the Entitled Securities, the Securities and the Exchange Securities, as applicable, and qualification of the Indenture under the Trust Indenture Act, (y) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or blue sky laws in connection with the offering and distribution of the Entitled Securities, the Securities and the Exchange Securities, as

applicable, and (z) such consents, approvals, authorizations, registrations or qualifications that have been obtained and are in full force and effect as of the date hereof.

     (d) This Agreement has been duly authorized, executed and delivered by the Issuers and by the Guarantors.

     6. Indemnification and Contribution.

     (a) Indemnification by each of the Issuers and each Guarantor. The Issuers and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Entitled Securities included in an Exchange Offer Registration Statement, each of the Electing Holders as holders of Entitled Securities included in a Shelf Registration Statement and the Market Maker as holder of Securities or Exchange Securities included in a Market-Making Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, such Electing Holder or the Market Maker may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement, any Shelf Registration Statement, or any Market-Making Registration Statement, as the case may be, under which such Entitled Securities, Securities or Exchange Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuers to any such holder, any such Electing Holder or the Market Maker, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder, each such Electing Holder and the Market Maker for any and all legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that none of the Issuers nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuers by such person expressly for use therein.

     (b) Indemnification by the Electing Holders. The Issuers may require, as a condition to including any Entitled Securities in any Shelf Registration Statement filed pursuant to Section 2(b), that the Issuers shall have received an undertaking reasonably satisfactory to it from each Electing Holder of Entitled Securities included in such Shelf Registration Statement, severally and not jointly, to (i) indemnify and hold harmless the Issuers, the Guarantors and all other Electing Holders of Entitled Securities included in such Shelf Registration Statement, against any losses, claims, damages or liabilities to which the Issuers, the Guarantors or such other Electing Holders may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuers to any Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the

extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuers by such Electing Holder expressly for use therein, and (ii) reimburse the Issuers and the Guarantors for any legal or other expenses reasonably incurred by the Issuers and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Entitled Securities pursuant to such registration.

     (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under the indemnification provisions of or contemplated by Section 6(a) or Section 6(b). In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any indemnified party.

     (d) Contribution. If for any reason the indemnification provisions contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and

equitable if contributions pursuant to this Section 6(d) were determined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6(d), (i) no Electing Holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such holder from the sale of any Entitled Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and (ii) under no circumstances will the Market Maker be required to contribute any amount. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The holders’ obligations in this Section 6(d) to contribute shall be several in proportion to the principal amount of Entitled Securities registered by them and not joint.

     (e) The obligations of the Issuers and the Guarantors under this Section 6 shall be in addition to any liability which the Issuers or the Guarantors may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of each holder, each Electing Holder, the Market Maker, and each person, if any, who controls any of the foregoing within the meaning of the Securities Act; and the obligations of the holders and the Electing Holders contemplated by this Section 6 shall be in addition to any liability which the respective holder or Electing Holder may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of either of Issuers or the Guarantors (including any person who, with his consent, is named in any registration statement as about to become a director of either of the Issuers or any Guarantor) and to each person, if any, who controls either of Issuers within the meaning of the Securities Act, as well as to each officer and director of the other holders and to each person, if any, who controls such other holders within the meaning of the Securities Act.

     7. Underwritten Offerings.

               Each holder of Entitled Securities hereby agrees with the Issuers and each other such holder that no holder of Entitled Securities may participate in any underwritten offering hereunder unless (a) the Issuers give their prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Entitled Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Issuers, (c) each holder of Entitled Securities participating in such underwritten offering agrees to sell such holder’s Entitled Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Entitled Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

     8. Rule 144.

     (a) Facilitation of Sales Pursuant to Rule 144. The Issuers covenant to the holders of Entitled Securities that to the extent they shall be required to do so under the Exchange Act,

the Issuers shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Entitled Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Entitled Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any holder of Entitled Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements.

     (b) Availability of Rule 144 Not Excuse for Obligations under Section 2. The fact that holders of Entitled Securities may become eligible to sell such Entitled Securities pursuant to Rule 144 shall not (1) cause such Securities to cease to be Entitled Securities or (2) excuse the Issuers’ and the Guarantors’ obligations set forth in Section 2 of this Agreement, including without limitation the obligations in respect of an Exchange Offer, Shelf Registration, Special Interest and Market-Making Registration.

     9. Miscellaneous.

     (a) No Inconsistent Agreements. The Issuers represent, warrant, covenant and agree that they have not granted, and shall not grant, registration rights with respect to Entitled Securities, Exchange Securities or Securities, as applicable, or any other securities which would be inconsistent with the terms contained in this Agreement.

     (b) Specific Performance. The parties hereto acknowledge that there would be no adequate remedy at law if the Issuers fail to perform any of their obligations hereunder and that the Purchaser and the holders from time to time of the Entitled Securities and the Market Maker may be irreparably harmed by any such failure, and accordingly agree that the Purchasers and such holders and the Market Maker, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Issuers under this Agreement in accordance with the terms and conditions of this Agreement, in any court of the United States or any State thereof having jurisdiction. Time shall be of the essence in this Agreement.

     (c) Notices. All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally, by facsimile or by courier, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows: If to the Issuers, to them at 2000 Las Vegas Boulevard South, Las Vegas, NV 89104, Attention: General Counsel, with a copy to Sullivan & Cromwell LLP, [          ], New York, NY [          ], Attention: S. Neal McKnight, and if to a holder, to the address of such holder set forth in the security register or other records of the Issuers, or to such other address as the Issuers or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt and if to the Market Maker, to 85 Broad Street, New York, NY 10004.

     (d) Parties in Interest. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto, the holders from time to time of the Entitled Securities, the Market Maker and the respective successors and assigns of the foregoing. In the event that any transferee of any holder of Entitled Securities shall acquire Entitled Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes and such Entitled

Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Entitled Securities such transferee shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of this Agreement. If the Issuers shall so request, any such successor, assign or transferee shall agree in writing to acquire and hold the Entitled Securities subject to all of the applicable terms hereof.

     (e) Survival. The respective indemnities, agreements, representations, warranties and each other provision set forth in this Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any holder of Entitled Securities, the Market Maker, any director, officer or partner of such holder or the Market Maker, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Entitled Securities pursuant to the Purchase Agreement, the transfer and registration of Entitled Securities by such holder and the consummation of an Exchange Offer and the transfer and registration of Securities and Exchange Securities by the Market Maker.

     (f) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

     (g) Headings. The descriptive headings of the several Sections and paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

     (h) Entire Agreement; Amendments. This Agreement and the other writings referred to herein (including the Indenture and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Issuers and the holders of at least a majority in aggregate principal amount of the Entitled Securities at the time outstanding and the Market Maker; provided that any such amendment or waiver affecting solely the provisions of this Agreement relating to a Market-Making Registration may be effected by a written instrument duly executed solely by the Issuers and the Market Maker. Each holder of any Entitled Securities at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 9(h), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Entitled Securities or is delivered to such holder.

     (i) Inspection. For so long as this Agreement shall be in effect, this Agreement and a complete list of the names and addresses of all the record holders of Entitled Securities shall be made available for inspection and copying on any Business Day by any holder of Entitled Securities and the Market Maker for proper purposes only (which shall include any purpose related to the rights of the holders of Entitled Securities under the Securities, the Indenture and this Agreement) at the offices of the Issuers at the address thereof set forth in Section 9(c) and at the office of the Trustee under the Indenture.

     (j) Counterparts. This Agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

     (k) Severability. If any provision of this Agreement, or the application thereof in any circumstance, is held to be invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of such provision in every other respect and of the remaining provisions contained in this Agreement shall not be affected or impaired thereby.

[Rest of Page Intentionally Left Blank]

          If the foregoing is in accordance with your understanding, please sign and return to us one for the each of the Issuers, each of the Guarantors and the Purchaser plus one for each counsel counterparts hereof, and upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between the Purchaser, the Guarantors and the Issuers.

               Very truly yours,

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC, a Delaware limited liability company		ACEP FINANCE CORP., a Delaware corporation
By:	/S/ Oleg Yablonovskiy	By:	/S/ Oleg Yablonovskiy
	Name: Oleg Yablonovskiy		Name: Oleg Yablonovskiy
	Title: Authorized Signatory		Title: Authorized Signatory
STRATOSPHERE LLC, a Delaware limited liability company		STRATOSPHERE GAMING LLC, a Nevada limited liability company
By:	/S/ Oleg Yablonovskiy	By:	/S/ Oleg Yablonovskiy
	Name: Oleg Yablonovskiy		Name: Oleg Yablonovskiy
	Title: Authorized Signatory		Title: Authorized Signatory
STRATOSPHERE LAND LLC, a Delaware limited liability company		AQUARIUS GAMING LLC, a Nevada limited liability company
By:	/S/ Oleg Yablonovskiy	By:	/S/ Oleg Yablonovskiy
	Name: Oleg Yablonovskiy		Name: Oleg Yablonovskiy
	Title: Authorized Signatory		Title: Authorized Signatory
CHARLIE’S HOLDING LLC, a Delaware limited liability company		ARIZONA CHARLIE’S, LLC, a Nevada limited liability company
By:	/S/ Oleg Yablonovskiy	By:	/S/ Oleg Yablonovskiy
	Name: Oleg Yablonovskiy		Name: Oleg Yablonovskiy
	Title: Authorized Signatory		Title: Authorized Signatory
FRESCA, LLC, a Nevada limited liability company		STRATOSPHERE DEVELOPMENT, LLC, a Delaware limited liability company
By:	/S/ Oleg Yablonovskiy	By:	/S/ Oleg Yablonovskiy
	Name: Oleg Yablonovskiy		Name: Oleg Yablonovskiy
	Title: Authorized Signatory		Title: Authorized Signatory

STRATOSPHERE LEASING, LLC, a Delaware limited liability company		STRATOSPHERE ADVERTISING AGENCY LLC, a Delaware limited liability company
By:	/S/ Oleg Yablonovskiy	By:	/S/ Oleg Yablonovskiy
	Name: Oleg Yablonovskiy		Name: Oleg Yablonovskiy
	Title: Authorized Signatory		Title: Authorized Signatory
W2007 ACEP FIRST MEZZANINE A GEN-PAR, L.L.C., a Delaware limited liability company		W2007 ACEP FIRST MEZZANINE A BORROWER, L.P., a Delaware limited partnership
By:	/S/ Oleg Yablonovskiy Name: Oleg Yablonovskiy	By:	W2007 ACEP First Mezzanine A Gen-Par, L.L.C., a Delaware limited liability company, its general partner
	Title: Authorized Signatory
			By:     /S/ Oleg Yablonovskiy
			Name: Oleg Yablonovskiy
			Title: Authorized Signatory
W2007 ACEP FIRST MEZZANINE B GEN-PAR, L.L.C., a Delaware limited liability company		W2007 ACEP FIRST MEZZANINE B BORROWER, L.P., a Delaware limited partnership
By:	/S/ Oleg Yablonovskiy Name: Oleg Yablonovskiy	By:	W2007 ACEP First Mezzanine B Gen-Par, L.L.C., a Delaware limited liability company, its general partner
	Title: Authorized Signatory
			By:     /S/ Oleg Yablonovskiy
			Name: Oleg Yablonovskiy
			Title: Authorized Signatory
W2007 STRATOSPHERE GEN-PAR, L.L.C., a Delaware limited liability company		W2007 STRATOSPHERE PROPCO, L.P., a Delaware limited partnership
By:	/S/ Oleg Yablonovskiy Name: Oleg Yablonovskiy	By:	W2007 Stratosphere Gen-Par, L.L.C., a Delaware limited liability company, its general partner
	Title: Authorized Signatory
			By:     /S/ Oleg Yablonovskiy
			Name: Oleg Yablonovskiy
			Title: Authorized Signatory

W2007 STRATOSPHERE LAND GEN-PAR, L.L.C., a Delaware limited liability company		W2007 STRATOSPHERE LAND PROPCO, L.P., a Delaware limited partnership
By:	/S/ Oleg Yablonovskiy Name: Oleg Yablonovskiy	By:	W2007 Stratosphere Land Gen-Par, L.L.C., a Delaware limited liability company, its general partner
	Title: Authorized Signatory
			By:     /S/ Oleg Yablonovskiy
			Name: Oleg Yablonovskiy
			Title: Authorized Signatory
W2007 AQUARIUS GEN-PAR, L.L.C., a Delaware limited liability company		W2007 AQUARIUS PROPCO, L.P., a Delaware limited partnership
By:	/S/ Oleg Yablonovskiy Name: Oleg Yablonovskiy	By:	W2007 Aquarius Gen-Par, L.L.C., a Delaware limited liability company, its general partner
	Title: Authorized Signatory
			By:     /S/ Oleg Yablonovskiy
			Name: Oleg Yablonovskiy
			Title: Authorized Signatory
W2007 ARIZONA CHARLIE’S GEN-PAR, L.L.C., a Delaware limited liability company		W2007 ARIZONA CHARLIE’S PROPCO, L.P., a Delaware limited partnership
By:	/S/ Oleg Yablonovskiy Name: Oleg Yablonovskiy	By:	W2007 Arizona Charlie’s Gen-Par, L.L.C., a Delaware limited liability company, its general partner
	Title: Authorized Signatory
			By:     /S/ Oleg Yablonovskiy
			Name: Oleg Yablonovskiy
			Title: Authorized Signatory
W2007 FRESCA GEN-PAR, L.L.C., a Delaware limited liability company		W2007 FRESCA PROPCO, L.P., a Delaware limited partnership
By:	/S/ Oleg Yablonovskiy Name: Oleg Yablonovskiy	By:	W2007 Fresca Gen-Par, L.L.C., a Delaware limited liability company, its general partner
	Title: Authorized Signatory
			By:     /S/ Oleg Yablonovskiy
			Name: Oleg Yablonovskiy
			Title: Authorized Signatory

Accepted as of the date hereof:

Goldman, Sachs & Co.

By: /S/ Goldman, Sachs & Co.        (Goldman, Sachs & Co.)

Exhibit A

American Casino & Entertainment Properties LLC

ACEP Finance Corp.

INSTRUCTION TO DTC PARTICIPANTS

(Date of Mailing)

URGENT — IMMEDIATE ATTENTION REQUESTED

DEADLINE FOR RESPONSE: [DATE] ^*

The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the American Casino & Entertainment Properties LLC (“ACEP”) and ACEP Finance Corp. (together with ACEP, the “Issuers”) 11% Senior Secured Notes due 2014 (the “Securities”) are held.

The Issuers are in the process of registering the Securities under the Securities Act of 1933, as amended, for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire (the “Notice and Questionnaire”).

It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact the Issuers at: Attn: General Counsel, 2000 Las Vegas Boulevard South, Las Vegas, NV 89104, (702) 380-7777.

* Not less than 28 calendar days from date of mailing.

A-1

American Casino & Entertainment Properties LLC

ACEP Finance Corp.

Notice of Registration Statement
and
Selling Securityholder Questionnaire

(Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and Registration Rights Agreement”) among American Casino & Entertainment Properties LLC (“ACEP”) and ACEP Finance Corp. (together with ACEP, the “Issuers”) and the Purchaser named therein. Pursuant to the Exchange and Registration Rights Agreement, the Issuers have filed or will file with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form [___] (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Issuers’ 11% Senior Secured Notes due 2014 (the “Securities”). A copy of the Exchange and Registration Rights Agreement has been filed as an exhibit to the Shelf Registration Statement and can be obtained from the Commission’s website at www.sec.gov. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Entitled Securities (as defined below) is entitled to have the Entitled Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Entitled Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Issuers’ counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Entitled Securities who do not properly complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Entitled Securities.

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Entitled Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

The term “Entitled Securities” is defined in the Exchange and Registration Rights Agreement.

A-2

ELECTION

The undersigned holder (the “Selling Securityholder”) of Entitled Securities hereby elects to include in the Shelf Registration Statement the Entitled Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Entitled Securities by the terms and conditions of this Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto.

Pursuant to the Exchange and Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Issuers, their officers who sign any Shelf Registration Statement, and each person, if any, who controls either of the Issuers within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), against certain loses arising out of an untrue statement, or the alleged untrue statement, of a material fact in the Shelf Registration Statement or the related prospectus or the omission, or alleged omission, to state a material fact required to be stated in such Shelf Registration Statement or the related prospectus, but only to the extent such untrue statement or omission, or alleged untrue statement or omission, was made in reliance on and in conformity with the information provided in this Notice and Questionnaire.

Upon any sale of Entitled Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Issuers and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the Issuers and represents and warrants that such information is accurate and complete:

A-3

QUESTIONNAIRE

(1)	(a)	Full legal name of Selling Securityholder:
	(b)	Full legal name of registered Holder (if not the same as in (a) above) of Entitled Securities listed in Item (3) below:
	(c)	Full legal name of DTC Participant (if applicable and if not the same as (b) above) through which Entitled Securities listed in Item (3) below are held:

(2) Address for notices to Selling Securityholder:

Telephone:

Fax:

Contact Person:

E-mail for Contact Person:

(3) Beneficial Ownership of Securities:

Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.

      (a) Principal amount of Entitled Securities beneficially owned:

CUSIP No(s). of such Entitled Securities:

      (b)    Principal amount of Securities other than Entitled Securities beneficially owned:

CUSIP No(s). of such other Securities:

(c)	Principal amount of Entitled Securities that the undersigned wishes to be included in the Shelf Registration Statement:
	CUSIP No(s). of such Entitled Securities to be included in the Shelf Registration Statement:

(4) Beneficial Ownership of Other Securities of the Issuers:

Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Issuers, other than the Securities listed above in Item (3).

State any exceptions here:

A-4

(5) Individuals who exercise dispositive powers with respect to the Securities:

	If the Selling Securityholder is not an entity that is required to file reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (a “Reporting Company”), then the Selling Securityholder must disclose the name of the natural person(s) who exercise sole or shared dispositive powers with respect to the Securities. Selling Securityholders should disclose the beneficial holders, not nominee holders or other such others of record. In addition, the Commission has provided guidance that Rule 13d-3 of the Securities Exchange Act of 1934 should be used by analogy when determining the person or persons sharing voting and/or dispositive powers with respect to the Securities.
(a)	Is the holder a Reporting Issuers?
	Yes                                No
	If “No”, please answer Item (5)(b).
(b)	List below the individual or individuals who exercise dispositive powers with respect to the Securities:
	Please note that the names of the persons listed in (b) above will be included in the Shelf Registration Statement and related Prospectus.

(6) Relationships with the Issuers:

Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with either of the Issuers (or its predecessors or affiliates) during the past three years.

State any exceptions here:

(7) Plan of Distribution:

Except as set forth below, the undersigned Selling Securityholder intends to distribute the Entitled Securities listed above in Item (3) only as follows (if at all): Such Entitled Securities may be sold from time to time directly by the undersigned Selling Securityholder. Such Entitled Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Entitled

A-5

Securities or otherwise, the Selling Securityholder may enter into hedging transactions with Broker-Dealers, which may in turn engage in short sales of the Entitled Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Entitled Securities short and deliver Entitled Securities to close out such short positions, or loan or pledge Entitled Securities to Broker-Dealers that in turn may sell such securities.

State any exceptions here:

Note: In no event may such method(s) of distribution take the form of an underwritten offering of Entitled Securities without the prior written agreement of the Issuers.

(8) Broker-Dealers:

	The Commission requires that all Selling Securityholders that are registered Broker-Dealers or affiliates of registered Broker-Dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered Broker-Dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Entitled Securities as compensation for underwriting activities.
(a)	State whether the undersigned Selling Securityholder is a registered Broker-Dealer:
	Yes                                No
(b)	If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus.

(i) Were the Securities acquired as compensation for underwriting activities?

Yes                                No                      

If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation:

(ii) Were the Securities acquired for investment purposes?

Yes                                No                      

(iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities:

A-6

(c)	State whether the undersigned Selling Securityholder is an affiliate of a registered Broker-Dealer and, if so, list the name(s) of the Broker-Dealer affiliate(s):
	Yes                                No
(d)	If you answered “Yes” to question (c) above:

(i) Did the undersigned Selling Securityholder purchase Entitled Securities in the ordinary course of business?

Yes                                No                      

If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Entitled Securities:

(ii) At the time of the purchase of the Entitled Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Entitled Securities?

Yes                                No                      

If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

If the answer is “No” to Item (8)(d)(i) or “Yes” to Item (8)(d)(ii), you will be named as an underwriter in the Shelf Registration Statement and the related Prospectus.

(9) Hedging and short sales:

(a) State whether the undersigned Selling Securityholder has or will enter into “hedging transactions” with respect to the Entitled Securities:

Yes                                No                      

If “Yes”, provide below a complete description of the hedging transactions into which the undersigned Selling Securityholder has entered or will enter and the purpose of such hedging transactions, including the extent to which such hedging transactions remain in place:

A-7

(b)	Set forth below is Interpretation A.65 of the Commission’s July 1997 Manual of Publicly Available Interpretations regarding short selling:
	“An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the effective date.”
	By returning this Notice and Questionnaire, the undersigned Selling Securityholder will be deemed to be aware of the foregoing interpretation.

* * * * *

By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act, particularly Regulation M (or any successor rule or regulation).

The Selling Securityholder hereby acknowledges its obligations under the Exchange and Registration Rights Agreement to indemnify and hold harmless the Issuers and certain other persons as set forth in the Exchange and Registration Rights Agreement.

In the event that the Selling Securityholder transfers all or any portion of the Entitled Securities listed in Item (3) above after the date on which such information is provided to the Issuers, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (9) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Issuers in connection with the preparation of the Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Issuers of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect and to provide such additional information that the Issuers may reasonably request regarding such Selling Securityholder and the intended method of distribution of Entitled Securities in order to comply with the Securities Act. Except as otherwise provided in the Exchange and Registration Rights Agreement, all notices hereunder and pursuant to the

A-8

Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

(i) To the Issuers:
	American Casino & Entertainment Properties LLC
	2000 Las Vegas Boulevard South
	Las Vegas, NV 89104
	Facsimile: (702) 383-5340
	Attention: Phyllis A. Gilland
(ii) With a copy to:
	Sullivan & Cromwell LLP
	125 Broad Street
	New York, NY 10004
	Facsimile: (212) 291-9097
	Attention: S. Neal McKnight

Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Issuers’ counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Issuers and the Selling Securityholder (with respect to the Entitled Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

A-9

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

     Dated:                     

Selling Securityholder

(Print/type full legal name of beneficial owner of Entitled Securities)

By:

Name:

Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE ISSUERS’ COUNSEL AT:

Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004

Facsimile: (212) 297-9097
Attention: S. Neal McKnight

A-10

Exhibit B

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

The Bank of New York Mellon
American Casino & Entertainment Properties LLC
ACEP Finance Corp.
c/o The Bank of New York Mellon
Global Structured Finance
101 Barclay Street, 4E
New York, NY 10286

Attention: Trust Officer

     Re: American Casino & Entertainment Properties LLC (“ACEP”) and ACEP Finance Corp. (together with ACEP, the “Issuers”) 11% Senior Secured Notes due 2014 (the “Securities”)

Dear Sirs:

Please be advised that                                          has transferred $                                          aggregate principal amount of the above-referenced Securities pursuant to an effective Registration Statement on Form [          ] (File No. 333-          ) filed by the Issuers.

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Securities is named as a “Selling Holder” in the Prospectus dated [date] or in supplements thereto, and that the aggregate principal amount of the Securities transferred are the Securities listed in such Prospectus opposite such owner’s name.

Dated:

Very truly yours,
	(Name)
By:
	(Authorized Signature)

B-1

EX-4.8

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

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	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

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          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

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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.

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     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

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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.

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     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)

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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

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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

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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.

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          (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.

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     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

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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.

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          (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.

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          (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

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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

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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;

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          (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;

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          (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

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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

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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;

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(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

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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

EX-4.9

Exhibit 4.9

APN#: 161-17-101-019, 138-36-701-021 &
022, 162-03-301-004 through 009; 010; 011;
264-13-601-001 & 002; 021; 022; 138-36-712-
023; 138-36-701-001; 138-36-802-002; 003;
161-17-101-019; 161-17-202-002; 003; 004;
162-03-301-012; 013; 015; 016; 162-03-401-
002; 162-04-710-041; 042; 052 through 055-051

Tax Mailing Address:
W2007/ACEP Holdings, LLC
c/o Goldman Sachs & Co.
85 Broad Street
New York, New York 10004
Attention: Whitehall Chief Financial Officer

WHEN RECORDED RETURN TO:

Elaine Wang, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022

DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT
AND FIXTURE FILING

          This Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing (as amended, supplemented, modified or replaced from time to time, this “Deed of Trust”) is made and dated as of August 14, 2009, by and among W2007 Stratosphere Propco, L.P. (formerly known as W2007 Stratosphere Propco, L.L.C.), W2007 Stratosphere Land Propco, L.P. (formerly known as W2007 Stratosphere Land Propco, L.L.C.), W2007 Aquarius Propco, L.P. (formerly known as W2007 Aquarius Propco, L.L.C.), W2007 Arizona Charlie’s Propco, L.P. (formerly known as W2007 Arizona Charlie’s Propco, L.L.C.), W2007 Fresca Propco, L.P. (formerly known as W2007 Fresca Propco, L.L.C.), each a Delaware limited partnership (collectively, jointly and severally, together with their permitted successors and permitted assigns, “Grantor”), whose address for all purposes hereunder is c/o Whitehall Street Global Real Estate Limited Partnership 2007, c/o Goldman Sachs & Co., 85 Broad Street, New York, New York 10004, to Fidelity National Title Agency of Nevada, Inc., a Nevada corporation

(together with its permitted successors and permitted assigns, the “Trustee”), whose address for all purposes hereunder is 500 N. Rainbow, #100, Las Vegas, Nevada 89107, for the benefit of The Bank of New York Mellon, a New York banking corporation whose mailing address for all purposes hereunder is 101 Barclay St., 4E, New York, NY 10286, solely in its capacity as collateral trustee for the benefit of the Secured Parties (together with its successors and assigns, “Collateral Trustee” or “Beneficiary”).

ARTICLE 1

DEFINITIONS

          Section 1.1 Definitions. As used herein, the following terms shall have the following meanings:

          “Collateral Trust Agreement”: The Collateral Trust Agreement, dated as of the date hereof, among the Issuers, the Guarantors and The Bank of New York Mellon, as trustee under the Indenture and as Collateral Trustee, as the same may be replaced, amended, supplemented, extended or otherwise modified from time to time.

          “Indenture”: The Indenture, dated as of the date hereof, by and among the Issuers, the Guarantors, and The Bank of New York Mellon, as trustee, as the same may be replaced, amended, supplemented, extended or otherwise modified from time to time.

          “Secured Debt”: Has the meaning set forth in the Collateral Trust Agreement.

          “Secured Debt Documents”: Has the meaning set forth in the Collateral Trust Agreement.

          “Secured Debt Obligations”: Has the meaning set forth in the Collateral Trust Agreement.

          “Secured Parties”: Has the meaning set forth in the Collateral Trust Agreement.

          “Permitted Liens”: The Permitted Liens, as defined in the Indenture or other relevant Secured Debt Document, as applicable.

          “Property”: All of the following, or any interest therein (whether now owned or hereafter acquired):

     (1) the real property described in Exhibit A attached hereto and made a part hereof, together with any greater estate therein as hereafter may be acquired by Grantor (the “Land”),

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     (2) all buildings, structures and other improvements, now or at any time situated, placed or constructed upon the Land (the “Improvements”),

     (3) all right, title and interest of Grantor in and to all materials, machinery, supplies, equipment, fixtures, apparatus and other items of personal property now owned or hereafter acquired by Grantor and now or hereafter attached to, installed in or used in connection with any of the Improvements or the Land, including, without limitation, any and all partitions, dynamos, window screens and shades, drapes, rugs and other floor coverings, awnings, motors, engines, boilers, furnaces, pipes, plumbing, cleaning, call and sprinkler systems, fire extinguishing apparatus and equipment, water tanks, swimming pools, heating, ventilating, plumbing, lighting, communications and elevator fixtures, laundry, incinerating, air conditioning and air cooling equipment and systems, gas and electric machinery and equipment, disposals, dishwashers, furniture, refrigerators and ranges, securities systems, art work, recreational and pool equipment and facilities of all kinds, water, gas, electrical, storm and sanitary sewer facilities of all kinds, and all other utilities whether or not situated in easements together with all accessions, replacements, betterments and substitutions for any of the foregoing (the “Fixtures”),

     (4) subject to the terms of the Secured Debt Documents, all leasehold estates, leases, subleases, sub-subleases, licenses, concessions, occupancy agreements or other agreements (written or oral, now or at any time in effect and every modification, amendment or other agreement relating thereto, including every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto) which grant a possessory interest in, or the right to use or occupy, all or any part of the Land and/or Improvements, together with all related security and other deposits (together with any and all modifications, renewals, extensions and substitutions of the foregoing, the “Leases”),

     (5) subject to the revocable licenses in favor of Grantor contained in Section 4.2 hereof, all right, title and interest of Grantor in and to all of the rents, revenues, income, proceeds, issues, profits (including all oil or gas or other mineral royalties and bonuses), security and other types of deposits, and other benefits paid or payable and to become due or payable by parties to the Leases other than Grantor for using, leasing, licensing, possessing, occupying, operating from, residing in, selling or otherwise enjoying any portion or portions of the Land and/or Improvements (the “Rents”),

     (6) all right, title and interest of Grantor in and to all rights, privileges, titles, interests, liberties, tenements, hereditaments, rights-of-way, easements, sewer rights, water, water courses, water rights and powers, air rights and development rights, licenses, permits and construction and equipment warranties, appendages and appurtenances appertaining to the foregoing, and all right, title and interest, if any, of Grantor in and to any streets, ways, alleys, underground vaults, passages, strips or gores of land adjoining the Land or any part thereof,

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     (7) all accessions, replacements, renewals, additions and substitutions for any of the foregoing and all proceeds thereof,

     (8) all right, title and interest of Grantor in and to all mineral, riparian, littoral, water, oil and gas rights now or hereafter acquired and relating to all or any part of the Land and/or Improvements,

     (9) subject to the terms of the Secured Debt Documents, all of Grantor’s right, title and interest in and to any awards, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to be made by any Governmental Authority pertaining to the Land, Improvements or Fixtures, and

     (10) all after-acquired title to or remainder or reversion in any of the property (or any portion thereof) described herein.

          “UCC”: The Uniform Commercial Code of the state in which the Property is located or, if the creation, perfection and enforcement of any security interest herein granted is governed by the laws of a state other than the state in which the Property is located then, as to the matter in question, the Uniform Commercial Code in effect in that state.

          Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Indenture.

ARTICLE 2

HABENDUM

          Section 2.1 Grant. To secure the full and timely payment of the Secured Debt and the full and timely performance of the Secured Debt Obligations, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor HAS MORTGAGED, GIVEN, GRANTED, BARGAINED, SOLD, TRANSFERRED, WARRANTED, PLEDGED, ASSIGNED and CONVEYED, and does hereby MORTGAGE, GIVE, GRANT, BARGAIN, SELL, TRANSFER, WARRANT, PLEDGE, ASSIGN, GRANT A SECURITY INTEREST IN and CONVEY to Trustee, IN TRUST, WITH POWER OF SALE, its heirs, successors and assigns, the Property, TO HAVE AND TO HOLD all of the Property unto and to Trustee, its heirs, successors and assigns, IN TRUST WITH POWER OF SALE, for the use and benefit of the Secured Parties and Beneficiary (solely as collateral trustee for and on behalf of the Secured Parties), their heirs, successors and assigns in fee simple forever, and Grantor does hereby bind itself, its heirs, successors and assigns to WARRANT AND FOREVER DEFEND the title to the Property unto the Secured Parties, Beneficiary (solely as collateral trustee for and on behalf of the Secured Parties) and Trustee and their heirs, successors and assigns.

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          THIS CONVEYANCE IS MADE IN TRUST, that if Grantor shall pay and perform or cause to be paid and performed all of the Secured Debt and Secured Debt Obligations in accordance with the terms of the Secured Debt Documents, then this conveyance shall be null and void and may be canceled of record at the request and cost of Grantor, which cost Grantor hereby agrees to pay; provided, however, that if, at any time, there shall be any Event of Default then Beneficiary (solely as collateral trustee for and on behalf of the Secured Parties) in accordance with the Collateral Trust Agreement and Trustee shall be entitled to exercise the remedies set forth in Article 3 below.

          The maximum amount secured by this Deed of Trust shall be $395,000,000.00, which amount includes the Notes in the maximum principal amount of $375,000,000.00 and any other Secured Debt of up to a maximum principal amount of $20,000,000.00 at any time outstanding and such Secured Debt recites that it is secured by this Deed of Trust. All parties acknowledge and agree that the additional Secured Debt may be future advances governed by NRS. 106.300 through NRS 106.400 inclusive. All such advances are obligatory advances subject to the terms of the Secured Debt.

ARTICLE 3

DEFAULT AND FORECLOSURE

          Section 3.1 Remedies. If an Event of Default exists and is continuing, Trustee may, for and on behalf of Beneficiary and/or the Secured Parties, Trustee or otherwise, take such action permitted at law or in equity, without notice or demand (except as explicitly provided in the Secured Debt Documents), as it deems advisable to protect and enforce its rights against Grantor and to the Property, including but not limited to, any or all of the following rights, remedies and recourses each of which may be pursued concurrently or otherwise, at such time and in such order as Beneficiary may determine without impairing or otherwise affecting the other rights and remedies of the Secured Parties:

          (a) Acceleration. Declare the Secured Debt to be immediately due and payable in accordance with the terms of the Secured Debt Documents.

          (b) Entry on Property. Enter the Property and take exclusive possession thereof and of all books, records and accounts relating thereto. If Grantor remains in possession of the Property after the occurrence and during the continuance of an Event of Default, Beneficiary may invoke any legal remedies to dispossess Grantor.

          (c) Operation of Property. Whether or not a receiver has been appointed pursuant to Section 3.1(e) hereof, hold, lease, develop, manage, operate, control and otherwise use the Property upon such terms and conditions as Beneficiary may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as Beneficiary deems reasonably necessary or desirable), exercise all rights and powers of Grantor with respect to the Property, whether in the name of Grantor or

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otherwise, including without limitation the right to make, cancel, enforce or modify leases, obtain and evict tenants, and demand, sue for, collect and receive all Rents, and apply all Rents and other amounts collected by Beneficiary or Trustee in connection therewith in accordance with the provisions of Section 3.7 hereof.

          (d) Foreclosure and Sale. (i) Institute proceedings for the complete foreclosure of this Deed of Trust, by exercise of the STATUTORY POWER OF SALE or otherwise, in which case the Property may be sold for cash or credit in one or more parcels or in several interests or portions and in any order or manner.

          (ii) With respect to any notices required or permitted under the UCC, Grantor agrees that ten (10) Business Days’ prior written notice shall be deemed commercially reasonable. At any such sale by virtue of any judicial proceedings or any other legal right, remedy or recourse including power of sale, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, Grantor shall be completely and irrevocably divested of all of its right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against Grantor, and against all other persons claiming or to claim the property sold or any part thereof, by, through or under Grantor. Beneficiary for and on behalf of Secured Parties may be a purchaser at such sale and if Beneficiary is the highest bidder, may credit the portion of the purchase price that would be distributed to Secured Parties against the Secured Debt in lieu of paying cash.

          (iii) At any such sale (A) whether made under the power herein contained, the UCC, any other legal requirement or by virtue of any judicial proceedings or any other legal right, remedy or recourse including power of sale, it shall not be necessary for Trustee to be physically present at or to have constructive possession of the Property (Grantor shall deliver to Trustee any portion of the Property not actually or constructively possessed by Trustee immediately upon demand by Trustee), and the title to and right of possession of any such property shall pass to the purchaser thereof, as completely as if Trustee had been actually present and delivered to purchaser at such sale, (B) each instrument of conveyance executed by Trustee shall contain a general warranty of title, binding upon Grantor, (C) each recital contained in any instrument of conveyance made by Trustee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment of the Secured Debt, advertisement and conduct of such sale in the manner provided herein and otherwise by law, and appointment of any successor Trustee hereunder, (D) any prerequisites to the validity of such sale shall be conclusively presumed to have been performed, and (E) the receipt of Trustee or other party making the sale shall be a sufficient discharge to the purchaser or purchasers for his/her/their purchase money and no such purchaser or purchasers, or his/her/their assigns or personal representatives, shall thereafter be obligated to see to the application of such purchase money or be in any way answerable for any loss, misapplication or nonapplication thereof.

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          (e) Receiver. Prior to, concurrently with, or subsequent to the institution of foreclosure proceedings, make application to a court of competent jurisdiction for, and (to the extent permitted by applicable law) obtain from such court as a matter of strict right and without notice to Grantor or anyone claiming under Grantor or regard to the value of the Property or the solvency or insolvency of Grantor or the adequacy of any collateral for the repayment of the Secured Debt or the interest of Grantor therein, the appointment of a receiver or receivers of the Property, and Grantor irrevocably consents to such appointment. Any such receiver or receivers shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Property upon such terms as may be approved by the court, and shall apply such Rents in accordance with the provisions of Section 3.7 hereof.

          (f) Other. Exercise all other rights, remedies and recourses granted under the Secured Debt Documents or otherwise available at law or in equity (including an action for specific performance of any covenant contained in the Secured Debt Documents, or a judgment on the Notes either before, during or after any proceeding to enforce this Deed of Trust).

          (g) Liquor Licenses. Grantor shall cooperate with Beneficiary to (i) facilitate the orderly transfer (to the fullest extent permitted by applicable laws) to Beneficiary or its designee, for the benefit of Secured Parties, all liquor license permits in respect of the Property and (ii) to the fullest extent permitted by applicable law, enable the continued provision of alcoholic beverages and operation of liquor services at the Property without interruption, in each case, until such time as Beneficiary or its designee shall have obtained such Permits, for the benefit of Secured Parties, but in no case for a period of more than 120 days following foreclosure by Beneficiary; provided that nothing contained herein shall require Grantor to undertake to renew any liquor license permit after foreclosure by Beneficiary. If any other party is the holder of the liquor license permits in respect of the Property, either as of the date hereof or subsequent to the date hereof, Grantor shall cause such party to deliver to Beneficiary in writing an agreement to abide by the foregoing. To the extent that Grantor or any affiliate of Grantor executes any document, application or other instrument or agreement in furtherance of the cooperation obligations of Grantor in connection with this subsection (g), Beneficiary, by its acceptance hereof, agrees to execute, for the benefit of Grantor or such affiliate, an agreement in a form and of substance reasonably acceptable to Beneficiary and Grantor, pursuant to which Secured Parties shall release and indemnify (and Secured Parties, by its acceptance hereof, agrees to execute and be bound by such agreement) Grantor or such affiliate from any and all claims arising out of such document, application or other instrument or agreement or otherwise in connection with the sale of liquor at the Property from and after the date of such termination.

          Section 3.2 Separate Sales. If any Event of Default has occurred and is continuing, the Property may be sold in one or more parcels and in such manner and order as Beneficiary may elect, subject to applicable law; the right of sale arising out of any Event of Default shall not be exhausted by any one or more sales.

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          Section 3.3 Remedies Cumulative, Concurrent and Nonexclusive. Beneficiary (for and on behalf of the Secured Parties) shall have all rights, remedies and recourses granted in the Secured Debt Documents and available at law or equity (including the UCC), which rights (a) shall be cumulative and concurrent and shall be in addition to every other remedy so provided or permitted, (b) may be pursued separately, successively or concurrently against Grantor, or against the Property, or against any one or more of them, (c) may be exercised as often as occasion therefor shall arise, and the exercise or failure to exercise any of them shall not be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be, nonexclusive. No action by Beneficiary or Trustee in the enforcement of any rights, remedies or recourses under the Secured Debt Documents or otherwise at law or equity shall be deemed to cure any Event of Default.

          Section 3.4 Release of and Resort to Collateral. Beneficiary may release, regardless of consideration and without the necessity for any notice to or consent by the holder of any subordinate lien on the Property, any part of the Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interests created in or evidenced by the Secured Debt Documents or their stature as a first and prior lien and security interest in and to the Property. For payment of the Secured Debt, Beneficiary may resort to any other security in such order and manner as Beneficiary may elect.

          Section 3.5 Waiver of Redemption, Notice and Marshaling of Assets. To the fullest extent permitted by law, Grantor hereby irrevocably and unconditionally waives and releases (a) all benefit that might accrue to Grantor by virtue of any present or future statute of limitations or “moratorium law” or other law or judicial decision exempting the Property or any part thereof, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption reinstatement (to the extent permitted by law) or extension of time for payment, (b) any right to a marshaling of assets or a sale in inverse order of alienation, and (c) any and all rights it may have to require that the Property be sold as separate tracts or units in the event of foreclosure.

          Section 3.6 Discontinuance of Proceedings. If Beneficiary shall have proceeded to invoke any right, remedy or recourse permitted under the Secured Debt Documents and shall thereafter elect to discontinue or abandon it for any reason, Beneficiary shall have the unqualified right to do so and, in such an event, Grantor, the Secured Parties shall be restored to their former positions with respect to the Secured Debt, the Secured Debt Obligations, the Secured Debt Documents, the Property and otherwise, and the rights, remedies, recourses and powers of the Secured Parties shall continue as if the right, remedy or recourse had never been invoked, but no such discontinuance or abandonment shall waive any Event of Default which may then exist or the right of Beneficiary thereafter to exercise any right, remedy or recourse under the Secured Debt Documents for such Event of Default.

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          Section 3.7 Application of Proceeds. Except as otherwise provided in the Secured Debt Documents and unless otherwise required by applicable law, by its acceptance hereof, each of the Beneficiary and the Trustee (or the receiver, if one is appointed) agrees to apply the proceeds of any sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of the Property, in accordance with the Collateral Trust Agreement, subject to the provisions of NRS 40.462.

          Section 3.8 Occupancy After Foreclosure. The purchaser at any foreclosure sale pursuant to Section 3.1(d) shall become the legal owner of the Property. All occupants of the Property shall, at the option of such purchaser, become tenants of the purchaser at the foreclosure sale and shall deliver possession thereof immediately to the purchaser upon demand. It shall not be necessary for the purchaser at said sale to bring any action for possession of the Property other than the statutory action of forcible detainer in any justice court having jurisdiction over the Property.

          Section 3.9 Additional Advances and Disbursements; Costs of Enforcement. If any Event of Default has occurred and is continuing, Beneficiary shall have the right, but not the obligation, to cure such Event of Default in the name and on behalf of Grantor or Issuers. All sums advanced and expenses incurred at any time by Beneficiary and/or any such Secured Party under this Section 3.9, or otherwise under this Deed of Trust or any of the other Secured Debt Documents or applicable law, shall bear interest and be repayable as provided for in the Secured Debt Documents and Grantor covenants and agrees to pay them to the order of Beneficiary for the benefit of the Secured Parties as required under the Secured Debt Documents.

          Section 3.10 No Lender in Possession. Neither the enforcement of any of the remedies under this Article 3, the assignment of the Rents and Leases under Article 4, the security interests under Article 6, nor any other remedies afforded to Beneficiary under the Secured Debt Documents, at law or in equity shall cause Beneficiary or Trustee to be deemed or construed to be a mortgagee in possession of the Property, to obligate Beneficiary or Trustee to lease the Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise.

ARTICLE 4

ASSIGNMENT OF RENTS AND LEASES

          Section 4.1 Assignment. Subject to the license granted in Section 4.2 and the provisions of Chapter 106, Statutes of Nevada (2007) and Chapter 107A of NRS, Grantor does hereby presently, absolutely and unconditionally assign to Trustee for the benefit of Beneficiary, solely as collateral trustee for and on behalf of the Secured Parties and not in its individual capacity, Grantor’s right, title and interest in all current and future Leases and the absolute, unconditional and continuing right to receive and collect all Rents, it being intended by Grantor

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that this assignment constitutes a present, outright, immediate, continuing and absolute assignment and not an assignment for additional security only. Such assignment to Trustee for the benefit of Beneficiary, as collateral trustee for and on behalf of the Secured Parties, shall not be construed to bind Beneficiary to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary or the Secured Parties. None of Beneficiary or the Secured Parties shall have any responsibility on account of this assignment for the control, care, maintenance, management or repair of the Property, for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property. Grantor agrees to execute and deliver to Beneficiary for and on behalf of the Secured Parties such additional instruments, in form and substance acceptable to Beneficiary, as may hereafter be reasonably requested by Beneficiary or the Secured Parties to further evidence and confirm such assignment.

          Section 4.2 License. Notwithstanding that Grantor hereby presently grants to Trustee for the benefit of Beneficiary, solely as collateral trustee for and on behalf of the Secured Parties and not in its individual capacity, an outright, immediate, continuing and absolute assignment of the Rents and Leases and not merely the collateral assignment of, or the grant of a lien or security interest in, the Rents and Leases, Trustee for the benefit of Beneficiary, as collateral trustee for and on behalf of the Secured Parties, hereby grants to Grantor and its successors and not to any tenant or any other person, a revocable license to collect and receive the Rents and to retain, use and enjoy the same and otherwise exercise all rights assigned to Beneficiary under Section 4.1 hereof, including all rights and remedies, benefits or entitlements as landlord under any Lease, in each case subject to the terms hereof and of the Secured Debt Documents. Upon the occurrence and during the continuance of any Event of Default, (i) the license granted herein to Grantor shall immediately and automatically cease and terminate and shall be void and of no further force or effect, (ii) Beneficiary shall immediately be entitled to possession of all Rents (whether or not Beneficiary enters upon or takes control of the Property) and (iii) at the request of Beneficiary, Grantor shall notify in writing all tenants and subtenants under any of the Leases that all Rent due thereunder should be paid to Beneficiary for and on behalf of the Secured Parties at its address set forth in the Collateral Trust Agreement, or at such other place as Beneficiary shall notify Grantor in writing; provided that, if such Event of Default ceases to exist, the license described in the foregoing clause shall automatically be reinstated. Notwithstanding said license, Grantor agrees that Beneficiary, and not Grantor, shall be deemed to be the creditor of each tenant or subtenant under any Lease in respect to assignments for the benefit of creditors and bankruptcy, reorganization, insolvency, dissolution or receivership proceedings affecting such tenant or subtenant (without obligation on the part of Beneficiary, however, to file or make timely filings of claims in such proceedings or otherwise to pursue creditors’ rights therein), with an option to apply in accordance with the Secured Debt Documents any money received from such tenant or subtenant in reduction of any amounts due under the Secured Debt Documents. Upon the occurrence and during the continuance of an Event of Default, any portion of the Rents held by Grantor shall be held in trust for the benefit of Beneficiary on behalf of the Secured Parties for use in the payment of the Secured Debt.

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     Section 4.3 Certain Rights of Beneficiary. Subject to the revocable license granted above, upon the occurrence and during the continuance of an Event of Default, Beneficiary shall have the immediate and continuing right, power and authority, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Property in its own name, and without the need for any other authorization or action by Grantor or Beneficiary, in addition to and without limiting any of Beneficiary’s rights and remedies hereunder, under the Indenture and any other Secured Debt Documents and as otherwise available at law or in equity, (a) to notify any tenant or other person that the Leases have been assigned to Beneficiary, for the benefit of the Secured Parties, and that all Rents are to be paid directly to Beneficiary for the account of the Secured Parties, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Property; (b) to settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) to demand, sue for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) to enter upon, take possession of and operate the Property whether or not foreclosure under this Deed of Trust has been instituted and without applying for a receiver; (e) to lease all or any part of the Property; and/or (f) to perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor’s rights and obligations thereunder.

          Section 4.4 Irrevocable Instructions to Tenants. At Beneficiary’s request, Grantor shall deliver a copy of this Deed of Trust to each tenant under a Lease and to each manager and managing agent or operator of the Property, and Beneficiary shall have the continuing right to do so. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Article 4 and to turn over to Beneficiary, for the benefit of the Secured Parties, on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, upon an Event of Default that is continuing, to enter upon the Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license (until such time as the same may be reinstated in accordance with Section 4.2) shall be applied in accordance with the provisions of the Collateral Trust Agreement. Neither the enforcement of any of the remedies under this Article 4 nor any other remedies or security interests afforded to Beneficiary or each Secured Party under the Secured Debt Documents, at law or in equity, shall cause Beneficiary or any such Secured Party to be deemed or construed to be a mortgagee in possession of the Property, to obligate Beneficiary or any Secured Party to lease the Property or attempt to do so, or to take any action, incur any

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expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise.

          Section 4.5 Unilateral Subordination. Beneficiary may, at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Deed of Trust to any Lease, without joinder or consent of, or notice to, Grantor, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lienholder; and nothing herein shall be construed as subordinating this Deed of Trust to any Lease.

          Section 4.6 Savings Clause. Any provision herein to the contrary notwithstanding, Grantor makes no assignment or grant of rights with respect to any (i) personal property or (ii) any general intangibles or any other rights to any Leases, management agreements, contracts, instruments, licenses or other documents (collectively, “Contract Rights”), as to which the grant of a security interest therein would constitute a violation of applicable law or of any valid and enforceable obligation in favor of a third party relating to such personal property or under such Contract Rights.

ARTICLE 5

[Intentionally Omitted.]

ARTICLE 6

SECURITY AGREEMENT

          Section 6.1 Security Interest. This Deed of Trust constitutes both a real property mortgage and a “Security Agreement” on personal property within the meaning of the UCC and other applicable law and with respect to the Fixtures, Leases, Rents and all other personal property within the definition of Property (said portion of the Property subject to the UCC, the “Collateral”). The Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Property. Grantor, by executing and delivering this Deed of Trust, hereby grants to Beneficiary, solely as collateral trustee for and on behalf of the Secured Parties and not in its individual capacity, a first and prior security interest in the Fixtures, Leases, Rents and all other Property which is personal property to secure the payment of the Secured Debt and performance of the Secured Debt Obligations, subject only to Permitted Liens, and agrees that Beneficiary (solely as collateral trustee for and on behalf of the Secured Parties and not in its individual capacity) shall, subject to compliance with the Gaming Laws, have all the rights and remedies of a secured party under the UCC with respect to such property including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as

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Beneficiary may deem necessary or advisable for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary or its agents or representatives, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at the Property. Grantor shall pay to Beneficiary on demand any and all expenses, including actual reasonable legal expenses and attorneys’ fees, incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Grantor in accordance with the provisions hereof at least ten (10) Business Days prior to such action, shall constitute commercially reasonable notice to Grantor. By its acceptance hereof, Beneficiary agrees to apply, except as otherwise required by law, the proceeds of any disposition of the Collateral, or any part thereof in accordance with Section 3.7 hereof.

          Section 6.2 Further Assurances. Grantor shall execute and deliver to Beneficiary and/or file, in form and substance acceptable to Beneficiary, this Deed of Trust and such further statements, documents and agreements, financing statements, continuation statements, and such further assurances and instruments, and do such further acts, as Beneficiary may, from time to time, reasonably consider necessary, desirable or proper to create, perfect and preserve Beneficiary’s security interest hereunder and to carry out more effectively the purposes of this Deed of Trust, and Beneficiary may cause such statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest; provided that such further statements, documents, agreements, assurances, instruments and acts do not increase the liability or obligations or decrease the rights of Grantor from those provided for in the Secured Debt Documents. As of the date hereof, Grantor’s chief executive office and principal place of business is at the address set forth in the first paragraph of this Deed of Trust, and Grantor shall promptly notify Beneficiary of any change in such address.

          Section 6.3 Fixture Filing. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the UCC upon all of the Property which is or is to become “fixtures” (as that term is defined in the UCC), upon being filed for record in the real estate records of the City or County wherein such fixtures are located. Information concerning the security interest herein granted may be obtained at the addresses of Debtor (Grantor) and Secured Party (Beneficiary, solely as collateral trustee for and on behalf of the Secured Parties and not in its individual capacity) as set forth in the first paragraph of this Deed of Trust.

ARTICLE 7

MISCELLANEOUS

          Section 7.1 Notices. Any notice required or permitted to be given under this Deed of Trust shall be given in the manner described in the Collateral Trust Agreement.

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          Section 7.2 Covenant Running with the Land. All representations, warranties, covenants and Secured Debt Obligations contained in the Secured Debt Documents are incorporated herein by this reference and, to the extent relating to the Property, are intended by the parties to be, and shall be construed as, covenants running with the land. As used herein, “Grantor” shall refer to the party named in the first paragraph of this Deed of Trust and to any subsequent owner of all or any portion of any Property (without in any way implying that Beneficiary or any Secured Party has or will consent to any such conveyance or transfer of any Property). All persons or entities who may have or acquire an interest in the Property shall be deemed to have notice of, and be bound by, the terms of the Indenture and the other Secured Debt Documents; however, no such party shall be entitled to any rights thereunder without the prior written consent of Beneficiary.

          Section 7.3 Attorney-in-Fact. Grantor hereby irrevocably appoints Beneficiary, its successors and assigns and its agents or representatives, as its attorney-in-fact, which appointment is irrevocable and coupled with an interest, after the occurrence and during the continuance of an Event of Default (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Beneficiary deems appropriate to protect Beneficiary’s and the Secured Parties’ interests, if Grantor shall fail to do so within ten (10) days after written request by Beneficiary, (b) upon the issuance of a deed or assignment of lease pursuant to the foreclosure of this Deed of Trust or the delivery of a deed or assignment of lease in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents and Fixtures in favor of the grantee of any such deed or the assignee of any such assignment of lease and as may be necessary or desirable for such purpose, (c) to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Beneficiary’s security interests and rights in or to any of the Collateral, and (d) while any Event of Default exists, to perform any obligation of Grantor hereunder; however: (1) none of Beneficiary or any Secured Party shall under any circumstances be obligated to perform any obligation of Grantor; (2) any sums advanced by Beneficiary and/or any Secured Party in such performance shall be included in the Secured Debt and shall bear interest as provided in the Secured Debt Documents; (3) Beneficiary as such attorney-in-fact shall only be accountable for such funds as are actually received by Beneficiary; and (4) none of Beneficiary or any Secured Party shall be liable to Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3.

          Section 7.4 Successors and Assigns. This Deed of Trust shall be binding upon and inure to the benefit of Beneficiary, solely as collateral trustee for and on behalf of the Secured Parties and not in its individual capacity, the Secured Parties and Grantor and their respective permitted successors and assigns.

          Section 7.5 No Waiver. Any failure by Beneficiary or Trustee to insist upon strict performance of any of the terms, provisions or conditions of the Secured Debt Documents

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shall not be deemed to be a waiver of same, and Beneficiary and Trustee shall each have the right at any time to insist upon strict performance of all of such terms, provisions and conditions.

          Section 7.6 Subrogation. To the extent proceeds of the Notes have been used to extinguish, extend or renew any indebtedness against the Property, then Beneficiary and the Secured Parties shall be subrogated to all of the rights, liens and interests existing against the Property and held by the holder of such indebtedness and shall have the benefit of the priority of all of the same, and such former rights, liens and interests, if any, are not waived, but are continued in full force and effect in favor of Beneficiary on behalf of the Secured Parties.

          Section 7.7 Inconsistencies. If any conflict or inconsistency exists between this Deed of Trust and the Indenture, the Indenture shall govern. If any conflict or inconsistency exists between this Deed of Trust and the Collateral Trust Agreement, the Collateral Trust Agreement shall govern.

          Section 7.8 Release. Upon payment in full of the Secured Debt and performance in full of all of the outstanding Secured Debt Obligations, or upon the sale of the Property or any portion thereof in the manner permitted by the Indenture or other relevant Secured Debt Document or upon any other event whereupon the Property or any portion thereof is required to be released pursuant to the Collateral Trust Agreement, the estate hereby granted with respect to the Property or such portion thereof shall cease, terminate and be void and Beneficiary, at Grantor’s expense, shall, in accordance with the terms of the Indenture and other relevant Secured Debt Document, as applicable, release, in accordance with the terms of the Indenture and other relevant Secured Debt Document, as applicable, the liens and security interests created by this Deed of Trust and deliver instruments in reasonable form to effect such release.

          Section 7.9 Waiver of Stay, Moratorium and Similar Rights. Grantor agrees, to the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of, and hereby waives, any appraisement, valuation, stay, marshaling of assets, exemption, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the enforcement of the provisions of this Deed of Trust or the indebtedness secured hereby, or any agreement between Grantor and Beneficiary or the Secured Parties, or any rights or remedies of Beneficiary or the Secured Parties.

          Section 7.10 Waiver of Jury Trial; Consent to Jurisdiction. (a) TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GRANTOR AND, BY ITS ACCEPTANCE HEREOF, BENEFICIARY AND THE SECURED PARTIES EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY AGREES TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS DEED OF TRUST, ANY OTHER SECURED DEBT DOCUMENT, OR ANY DEALINGS, CONDUCT, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS BY EITHER OF THEM RELATING TO THE SUBJECT MATTER OF THIS DEED OF TRUST AND THE GRANTEE/GRANTOR

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RELATIONSHIP BETWEEN THEM. THE SCOPE OF THIS WAIVER IS INTENDED TO ENCOMPASS ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. GRANTOR AND, BY ITS ACCEPTANCE HEREOF, BENEFICIARY, ON BEHALF OF THE SECURED PARTIES, EACH ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS DEED OF TRUST AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. GRANTOR AND, BY ITS ACCEPTANCE HEREOF, BENEFICIARY, ON BEHALF OF THE SECURED PARTIES, FURTHER WARRANTS AND REPRESENTS THAT EACH OF THEM HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH OF THEM KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS DEED OF TRUST, OR ANY OTHER SECURED DEBT DOCUMENTS OR AGREEMENTS RELATING TO THIS DEED OF TRUST. IN THE EVENT OF LITIGATION, THIS DEED OF TRUST MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

          (b) GRANTOR AND, BY ITS ACCEPTANCE HEREOF, BENEFICIARY ON BEHALF OF THE SECURED PARTIES EACH HEREBY CONSENTS FOR ITSELF AND IN RESPECT OF ITS PROPERTIES, GENERALLY, UNCONDITIONALLY AND IRREVOCABLY, TO THE NONEXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN THE STATE OF NEW YORK WITH RESPECT TO ANY PROCEEDING RELATING TO ANY MATTER, CLAIM OR DISPUTE ARISING UNDER THE SECURED DEBT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. GRANTOR AND, BY ITS ACCEPTANCE HEREOF, BENEFICIARY, ON BEHALF OF THE SECURED PARTIES, EACH FURTHER CONSENTS, GENERALLY, UNCONDITIONALLY AND IRREVOCABLY, TO THE NONEXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE STATE IN WHICH ANY OF THE COLLATERAL IS LOCATED IN RESPECT OF ANY PROCEEDING RELATING TO ANY MATTER, CLAIM OR DISPUTE ARISING WITH RESPECT TO SUCH COLLATERAL. GRANTOR, BY ITS ACCEPTANCE HEREOF, FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS, GENERALLY, UNCONDITIONALLY AND IRREVOCABLY, AT THE ADDRESSES SET FORTH IN SECTION 7.6 OF THE COLLATERAL TRUST AGREEMENT IN CONNECTION WITH ANY OF THE AFORESAID PROCEEDINGS IN ACCORDANCE WITH THE RULES APPLICABLE TO SUCH PROCEEDINGS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, GRANTOR AND, BY ITS ACCEPTANCE HEREOF, BENEFICIARY, ON BEHALF OF THE SECURED PARTIES, EACH HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW HAVE OR HAVE IN THE FUTURE TO THE LAYING OF VENUE

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IN RESPECT OF ANY OF THE AFORESAID PROCEEDINGS BROUGHT IN THE COURTS REFERRED TO ABOVE AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF BENEFICIARY OR THE SECURED PARTIES TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR TO COMMENCE PROCEEDINGS OR OTHERWISE PROCEED AGAINST GRANTOR IN ANY JURISDICTION.

          Section 7.11 Headings. The Article, Section and Subsection titles hereof are inserted for convenience of reference only and shall in no way alter, modify, limit or define, or be used in construing, the scope, intent or text of such Articles, Sections or Subsections.

          Section 7.12 Governing Law. THIS DEED OF TRUST SHALL BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE IN WHICH THE LAND IS LOCATED. NOTWITHSTANDING THE FOREGOING, TO THE EXTENT NOT INCONSISTENT WITH THE PROVISIONS OF THIS DEED OF TRUST AND GAMING LAWS, (1) ALL PROVISIONS OF THE SECURED DEBT DOCUMENTS ARE INCORPORATED HEREIN BY REFERENCE AND (2) THE RIGHTS, POWERS, DUTIES AND OBLIGATIONS OF BENEFICIARY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AS SET FORTH IN THE GOVERNING LAW PROVISION OF THE COLLATERAL TRUST AGREEMENT.

          Section 7.13 Hold Harmless. Grantor shall and does hereby agree to defend, indemnify, pay and hold harmless each Indemnitee (as defined in the Collateral Trust Agreement) from and against any and all Indemnified Liabilities (as defined in the Collateral Trust Agreement) in accordance with and as provided for in the Collateral Trust Agreement.

          Section 7.14 Entire Agreement. This Deed of Trust and the other Secured Debt Documents embody the entire agreement and understanding among Beneficiary, the Secured Parties and Grantor pertaining to the subject matter hereof and thereof and supersede all prior agreements, understandings, representations or other arrangements, whether express or implied, written or oral, between such parties relating to the subject matter hereof and thereof. This Deed of Trust and the other 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.

          Section 7.15 Severability. If any provision of this Deed of Trust is invalid or unenforceable, then such provision shall be given full force and effect to the fullest possible extent, and all of the remaining provisions of this Deed of Trust shall remain in full force and effect and shall be binding on the parties hereto.

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          Section 7.16 Lien Absolute, Multisite Real Estate and Multiple Collateral Transaction. Grantor acknowledges that this Deed of Trust and a number of other Secured Debt Documents and those documents required by the Secured Debt Documents together secure the Secured Debt. Grantor agrees that, to the extent permitted by law, the lien of this Deed of Trust and all obligations of Grantor hereunder shall be absolute and unconditional and shall not in any manner be affected or impaired by:

          (a) any lack of validity or enforceability of the Indenture or any other Secured Debt Document, any agreement with respect to any of the Secured Debt or Secured Debt Obligations or any other agreement or instrument relating to any of the foregoing;

          (b) any acceptance by Beneficiary and/or any Secured Party of any security for or guarantees of any of the Secured Debt;

          (c) any failure, neglect or omission on the part of Beneficiary or any Secured Party to realize upon or protect any of the Secured Debt or any of the collateral security therefor, including the Secured Debt Documents, or due to any other circumstance which might otherwise constitute a defense available to, or a discharge of, Grantor in respect of the Secured Debt and Secured Debt Obligations hereby secured or any collateral security therefor, including the Secured Debt Documents, or due to any other circumstance which might otherwise constitute a defense available to, or a discharge of, Grantor in respect of the Secured Debt or Secured Debt Obligations or this Deed of Trust (other than the indefeasible payment in full in cash of all the Secured Debt and Secured Debt Obligations hereby secured);

          (d) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Debt or Secured Debt Obligations;

          (e) any release (except as to the property released), sale, pledge, surrender, compromise, settlement, nonperfection, renewal, extension, indulgence, alteration, exchange, modification or disposition of any of the Secured Debt or Secured Debt Obligations hereby secured or of any of the collateral security therefor;

          (f) any amendment or waiver of or any consent to any departure from the Indenture or any other Secured Debt Documents or of any guaranty thereof, if any, and Beneficiary, on behalf of the Secured Parties, may foreclose, exercise any power of sale, or exercise any other remedy available to it under any or all of the Secured Debt Documents without first exercising or enforcing any of its rights and remedies hereunder; and

          (g) any exercise of the rights or remedies of Beneficiary or the Secured Parties hereunder or under any or all of the Secured Debt Documents.

          Section 7.17 Real Estate Taxes. Grantor shall not be entitled to any credit upon the Secured Debt or deduction from the assessed value of the Property by virtue of payment of real estate taxes on the Property. If any law is enacted or adopted or amended after the date of

18

this Deed of Trust which deducts the Secured Debt from the value of the Property for the purpose of taxation or which imposes a tax, either directly or indirectly, on the Secured Debt or Beneficiary’s interest in the Property on behalf of the Secured Parties, Grantor will pay such tax, with interest and penalties thereon, if any. In the event that the payment of such tax or interest and penalties by Grantor would be unlawful or taxable to Beneficiary or unenforceable or provide the basis for a defense of usury, then in any such event, Beneficiary shall have the option, by written notice of not less than 90 days, to declare the Secured Debt immediately due and payable.

          Section 7.18 State Specific Provisions. The provisions of Exhibit B attached hereto are hereby incorporated by reference as though set forth in full herein.

          Section 7.19 Mortgage Recording Taxes. Grantor hereby covenants to pay any and all mortgage recording or other taxes or fees due in connection with this Deed of Trust.

          Section 7.20 Multiple Exercise of Remedies. To the extent permitted by law, Grantor specifically consents and agrees that Beneficiary, the Secured Parties and Trustee may exercise rights and remedies hereunder and under the other Secured Debt Documents separately or concurrently and in any order that Beneficiary, the Secured Parties and Trustee may deem appropriate.

          Section 7.21 Concerning the Beneficiary; Applicability of the Secured Debt Documents. The Bank of New York Mellon is accepting this Agreement not in its individual capacity, but solely as trustee under the Indenture and as collateral trustee under the Collateral Trust Agreement. In performing any and all acts hereunder, by its acceptance hereof, Beneficiary agrees to take direction from the Issuers and the Secured Parties, as the case may be, pursuant to the applicable terms of the Indenture and the Collateral Trust Agreement, and such acts shall be taken solely in the Beneficiary’s capacity as collateral trustee of the Secured Parties and not in its individual capacity. Notwithstanding any other provision of this Agreement, in connection with its obligations hereunder, Beneficiary has all of the rights, powers, privileges, exculpations, protections and indemnities as are provided for or referred to in the Secured Debt Documents applicable to the trustee under the Indenture and the collateral trustee under the Collateral Trust Agreement.

          Section 7.22 Collateral Trust Agreement. (a) Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Trustee pursuant to this Deed of Trust and the exercise of any right or remedy by such Collateral Trustee hereunder are subject to the provisions of the Collateral Trust Agreement, dated as of the date hereof (the “Collateral Trust Agreement”). In the event of any conflict between the terms of the Collateral Trust Agreement and this Deed of Trust, the terms of the Collateral Trust Agreement shall govern.

          (b) No amendment or waiver of any provision of this Deed of Trust shall be effective unless such amendment or waiver is made in compliance with the Collateral Trust Agreement. This Deed of Trust shall be automatically amended or waived without further action

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under the conditions set forth in the Collateral Trust Agreement. The lien and security interests granted to the Collateral Trustee are subject to the provisions of the Collateral Trust Agreement, as therein provided. The Property shall become wholly clear of the liens, security interests, conveyances and assignments evidenced hereby pursuant to and subject to the provisions of the Collateral Trust Agreement, as therein provided.

ARTICLE 8

CONCERNING THE TRUSTEE

          Section 8.1 Certain Rights. With the approval of Beneficiary, Trustee shall have the right to select, employ and consult with counsel. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by Trustee hereunder, believed by Trustee in good faith to be genuine. Trustee shall be entitled to reimbursement for actual, reasonable expenses incurred by Trustee in the performance of Trustee’s duties hereunder. Grantor shall, from time to time, pay the compensation due to Trustee hereunder and reimburse Trustee for, and indemnify, defend and save Trustee harmless against, all liability and reasonable expenses which may be incurred by Trustee in the performance of Trustee’s duties, except as a result of Trustee’s gross negligence or willful misconduct, in the performance of Trustee’s duties. Grantor’s obligations under this Section 8.1 shall not be reduced or impaired by principles of comparative or contributory negligence (except with respect to Trustee’s gross negligence or willful misconduct).

          Section 8.2 Retention of Money. All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law), and Trustee shall be under no liability for interest on any moneys received by him hereunder.

          Section 8.3 Successor Trustees. If Trustee or any successor Trustee shall die, resign or become disqualified from acting in the execution of this trust, or Beneficiary shall desire to appoint a substitute Trustee, Beneficiary shall have full power to appoint one or more substitute or successor Trustees, without other formality than appointment and designation in writing executed by Beneficiary, and, if preferred, several substitute or successor Trustees in succession who shall succeed to all the estates, rights, powers and duties of Trustee. Such appointment may be executed by any authorized agent of Beneficiary, and as so executed, such appointment shall be conclusively presumed to be executed with authority, valid and sufficient, without further proof of any action. Upon the making of any such appointment and designation, all of the estate and title of Trustee in the Property shall vest in the named successor or substitute Trustee and he shall thereupon succeed to, and shall hold, possess and execute, all the rights, powers, privileges, immunities and duties herein conferred upon Trustee.

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          Section 8.4 Perfection of Appointment. Should any deed, conveyance or instrument of any nature be required from Grantor by any successor Trustee to more fully and certainly vest in and confirm to such successor Trustee such estates, rights, powers and duties, then, upon reasonable request by such Trustee, all such deeds, conveyances and instruments shall be made, executed, acknowledged and delivered and shall be caused to be recorded and/or filed by Grantor.

          Section 8.5 Trustee Liability. In no event or circumstance shall Trustee or any substitute Trustee hereunder be personally liable under or as a result of this Deed of Trust, either as a result of any action by Trustee (or any substitute Trustee) in the exercise of the powers hereby granted or otherwise, except for Trustee’s gross negligence or willful misconduct.

          Grantor hereby acknowledges receipt of a true copy of the within Deed of Trust.

[NO FURTHER TEXT ON THIS PAGE; SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, this Deed of Trust has been duly executed by the Grantor as of the day and year first above written.

W2007 STRATOSPHERE PROPCO, L.P., a Delaware limited partnership		W2007 AQUARIUS PROPCO, L.P., a Delaware limited partnership
By: W2007 Stratosphere Gen-Par, L.L.C., a Delaware limited liability company, its general partner		By: W2007 Aquarius Gen-Par, L.L.C., a Delaware limited liability company, its general partner
By:	/S/ Jeffrey Fine	By:	/S/ Jeffrey Fine
	Name: Jeffrey Fine		Name: Jeffrey Fine
	Title: Authorized Signatory		Title: Authorized Signatory
W2007 ARIZONA CHARLIE’S PROPCO, L.P., a Delaware limited partnership		W2007 STRATOSPHERE LAND PROPCO, L.P., a Delaware limited partnership
By: W2007 Arizona Charlie’s Gen-Par, L.L.C., a Delaware limited liability company, its general partner		By: W2007 Stratosphere Land Gen-Par, L.L.C., a Delaware limited liability company, its general partner
By:	/S/ Jeffrey Fine	By:	/S/ Jeffrey Fine
	Name: Jeffrey Fine		Name: Jeffrey Fine
	Title: Authorized Signatory		Title: Authorized Signatory
		W2007 FRESCA PROPCO, L.P., a Delaware limited partnership
		By: W2007 Fresca Gen-Par, L.L.C., a Delaware limited liability company, its general partner
		By:	/S/ Jeffrey Fine
			Name: Jeffrey Fine
			Title: Authorized Signatory

Stratosphere II-Deed of Trust

ACKNOWLEDGMENT

STATE OF _New York___	)
	)
COUNTY OF _New York___	)

          This instrument was acknowledged before me on _August 12, 2009_, by ___Jeffrey Fine___, as _Authorized Signatory___ of W2007 Stratosphere Gen-Par, L.L.C., a Delaware limited liability company, the general partner of W2007 Stratosphere Propco, L.P., a Delaware limited partnership and a party hereto.

/S/ Erin Harper  

Signature of Notary
 

My commission expires:

Erin Harper
Notary Public, State of New York
No. 01HA6156697
Qualified in New York County
Commission Expires Dec. 4, 2010 

Stratosphere II-Deed of Trust

ACKNOWLEDGMENT

STATE OF _New York___	)
	)
COUNTY OF _New York___	)

          This instrument was acknowledged before me on _August 12, 2009_, by ___Jeffrey Fine___, as _Authorized Signatory___ of W2007 Stratosphere Land Gen-Par, L.L.C., a Delaware limited liability company, the general partner of W2007 Stratosphere Land Propco, L.P., a Delaware limited partnership and a party hereto.

/S/ Erin Harper  

Signature of Notary
 

My commission expires:

Erin Harper
Notary Public, State of New York
No. 01HA6156697
Qualified in New York County
Commission Expires Dec. 4, 2010 

Stratosphere II-Deed of Trust

ACKNOWLEDGMENT

STATE OF _New York___	)
	)
COUNTY OF _New York___	)

          This instrument was acknowledged before me on _August 12, 2009_, by ___Jeffrey Fine___, as _Authorized Signatory___ of W2007 Aquarius Gen-Par, L.L.C., a Delaware limited liability company, the general partner of W2007 Aquarius Propco, L.P., a Delaware limited partnership and a party hereto.

/S/ Erin Harper  

Signature of Notary
 

My commission expires:

Erin Harper
Notary Public, State of New York
No. 01HA6156697
Qualified in New York County
Commission Expires Dec. 4, 2010 

Stratosphere II-Deed of Trust

ACKNOWLEDGMENT

STATE OF _New York___	)
	)
COUNTY OF _New York___	)

          This instrument was acknowledged before me on _August 12, 2009_, by ___Jeffrey Fine___, as _Authorized Signatory___ of W2007 Arizona Charlie’s Gen-Par, L.L.C., a Delaware limited liability company, the general partner of W2007 Arizona Charlie’s Propco, L.P., a Delaware limited partnership and a party hereto.

/S/ Erin Harper  

Signature of Notary
 

My commission expires:

Erin Harper
Notary Public, State of New York
No. 01HA6156697
Qualified in New York County
Commission Expires Dec. 4, 2010 

Stratosphere II-Deed of Trust

ACKNOWLEDGMENT

STATE OF _New York___	)
	)
COUNTY OF _New York___	)

          This instrument was acknowledged before me on _August 12, 2009_, by ___Jeffrey Fine___, as _Authorized Signatory___ of W2007 Fresca Gen-Par, L.L.C., a Delaware limited liability company, the general partner of W2007 Fresca Propco, L.P., a Delaware limited partnership and a party hereto.

/S/ Erin Harper  

Signature of Notary
 

My commission expires:

Erin Harper
Notary Public, State of New York
No. 01HA6156697
Qualified in New York County
Commission Expires Dec. 4, 2010 

Stratosphere II-Deed of Trust

EXHIBIT A

LEGAL DESCRIPTIONS

STRATOSPHERE HOTEL AND CASINO

Parcel One (1):

That portion of the Southwest Quarter (SW 1/4) of Section 3, Township 21 South, Range 61 East, M.D.M., City of Las Vegas, Clark County, Nevada, more particularly described as follows:

COMMENCING at the Southeast corner of Lot Nineteen (19), Block Five (5) of the Meadows Addition to Las Vegas, as shown in Book 1 of Plats, Page 43, in the Office of the County Recorder of Clark County, Nevada, said point being on the North right-of-way line of Boston Avenue (50.00 feet wide), the West right-of-way line of Commerce Street (40.00 feet wide), and on the line common to Sections 3 and 4;

Thence North 04°39’21” East, along the West line of Section 3 and the West right-of-way line of said Commerce Street, a distance of 900.79 feet;

Thence South 86°31’59” East, a distance of 40.00 feet to a point on the East right-of-way line of Commerce Street, said point being the TRUE POINT OF BEGINNING;

Thence North 04°39’21” East, along said Easterly right-of-way line, a distance of 250.05 feet;

Thence South 86°31’59” East, a distance of 353.78 feet to a point on the Westerly right-of-way line of Main Street (90.00 feet wide);

Thence South 03°30’13” West, along said Westerly right-of-way line, a distance of 250.00 feet;

Thence North 86°31’59” West, a distance of 358.80 feet to the TRUE POINT OF BEGINNING.

Assessor’s Parcel No.: 162-03-301-004 through 009

Parcel Two (2):

That portion of the Southwest Quarter (SW 1/4) of Section 3, Township 21 South, Range 61 East, M.D.M., City of Las Vegas, Clark County, Nevada, more particularly described as follows:

COMMENCING at the Southeast corner of Lot Nineteen (19), Block Five (5) of the Meadows Addition to Las Vegas, as shown in Book 1 of Plats, Page 43, in the Office of the County Recorder of Clark County, Nevada, said point being on the North right-of-way line of Boston

Stratosphere II-Deed of Trust

Avenue (50.00 feet wide), the West right-of-way line of Commerce Street (40.00 feet wide), and on the line common to Sections 3 and 4;

Thence North 04°39’21” East, along the West line of Section 3 and the West right-of-way line of said Commerce Street, a distance of 900.79 feet;

Thence South 86°31’59” East, a distance of 40.00 feet to a point on the East right-of-way line of Commerce Street, said point being the TRUE POINT OF BEGINNING;

Thence continuing South 86°31’59” East, a distance of 153.80 feet to a point on the centerline of the alley vacated April 8, 1964 in Book 528 as Instrument No. 424899;

Thence South 03°30’13” West, along said former centerline, a distance of 100.02 feet;

Thence North 86°31’59” West, a distance of 155.82 feet to a point on the East right-of-way line of the aforementioned Commerce Street;

Thence North 04°39’21” East, along said East right-of-way, a distance of 100.04 feet to the TRUE POINT OF BEGINNING.

Assessor’s Parcel No.: 162-03-301-010

Parcel Three (3):

That portion of the Northwest Quarter (NW 1/4) of the Southwest Quarter (SW 1/4) of Section 3, Township 21 South, Range 61 East, M.D.M., City of Las Vegas, Clark County, Nevada, more particularly described as follows:

COMMENCING at the intersection of the Westerly line of U.S. Highway No. 91 with the West line of Main Street;

Thence North 3°17’30” East, along the West line at said Main Street, a distance of 389.71 feet to the Northeast corner of the parcel of land conveyed by Helen E. Tucker and R.E. Tucker to Clifton Paxson by Deed dated November 1, 1945, and recorded in Book 40 of Deeds, Page 345, being the TRUE POINT OF BEGINNING;

Thence North 86°42’30” West, along the North line of said Paxson parcel, a distance of 200.00 feet to the Northwest corner of said Paxson parcel;

Thence North 3°17’30” East, and parallel with the West line of said Main Street, a distance of 100.00 feet to a point;

Thence South 86°42’30” East, a distance of 200.00 feet to a point in the West line of said Main Street;

Thence South 3°17’30” West, along the West line of Main Street, a distance of 100.00 feet to the TRUE POINT OF BEGINNING.

Assessor’s Parcel No.: 162-03-301-011

Stratosphere II-Deed of Trust

Parcel Four (4):

That portion of the Northwest Quarter (NW 1/4) of the Southwest Quarter (SW 1/4) of Section 3, Township 21 South, Range 61 East, M.D.M., City of Las Vegas, Clark County, Nevada, more particularly described as follows:

COMMENCING at the Northwest corner of the Southwest Quarter (SW 1/4) of said Section 3;

Thence along the West line thereof, South 04°37’33” West, 648.91 feet;

Thence departing said West line, South 85°22’27” East, 40.00 feet to the East right-of-way of Commerce Street and the POINT OF BEGINNING;

Thence departing said East right-of-way, South 86°29’48” East, 155.38 feet;

Thence South 03°30’12” West, 151.90 feet;

Thence North 86°27’48” West, 158.35 feet to the East right-of-way of said Commerce Street;

Thence along said East right-of-way, North 04°37’33” East, 151.84 feet to the POINT OF BEGINNING.

Assessor’s Parcel No.: 162-03-301-012

Parcel Five (5):

That portion of the Southwest Quarter (SW 1/4) of Section 3, Township 21 South, Range 61 East, M.D.M., City of Las Vegas, Clark County, Nevada, more particularly described as follows:

COMMENCING at the Southeast corner of Lot Nineteen (19), Block Five (5) of the Meadows Addition to Las Vegas, as shown in Book 1 of Plats, Page 43, in the Office of the County Recorder of Clark County, Nevada, said point being on the North right-of-way line of Boston Avenue (50.00 feet wide), the West right-of-way line of Commerce Street (40.00 feet wide), and on the line common to Sections 3 and 4;

Thence North 04°39’21” East, along the West line of Section 3 and the West right-of-way line of said Commerce Street, a distance of 648.95 feet;

Thence South 86°29’59” East, a distance of 198.87 feet to a point on the centerline of the alley vacated April 8, 1964 in Book 528 as Instrument No. 424899, said point being the TRUE POINT OF BEGINNING;

Thence North 03°30’13” East, along said former centerline, a distance of 151.88 feet;

Thence South 86°31’59” East, a distance of 205.00 feet to a point on the West right-of-way line of Main Street (90.00 feet wide);

Thence South 03°30’13” West, along said West right-of-way, a distance of 152.00 feet;

Thence North 86°29’59” West, a distance of 205.00 feet to the TRUE POINT OF BEGINNING.

Stratosphere II-Deed of Trust

Assessor’s Parcel No.: 162-03-301-013

Parcel Six (6):

That portion of the Southwest Quarter (SW 1/4) of Section 3, Township 21 South, Range 61 East, M.D.M., City of Las Vegas, Clark County, Nevada, more particularly described as follows:

COMMENCING at the Southeast corner of Lot Nineteen (19) in Block Five (5) of the Meadows Addition to Las Vegas, as shown in Book 1 of Plats, Page 43, in the Office of the County Recorder of Clark County, Nevada, said point being on the North right-of-way line of Boston Avenue (50.00 feet wide), the West right-of-way line of Commerce Street (40.00 feet wide), and on the line common to Sections 3 and 4;

Thence North 04°29’21” East, along the West line of Section 3 and the West right-of-way line of said Commerce Street, a distance of 648.95 feet to corner No. 5 of the land conveyed to Signal Oil Company, a California Corporation by Deed recorded April 24, 1944 in Book 35, Page 125 of Deeds, Clark County, Nevada;

Thence South 86°29’59” East, along the North line of said Signal Oil Company land, a distance of 40.00 feet to a point on the East right-of-way line of said Commerce Street, said point being the TRUE POINT OF BEGINNING;

Thence continuing South 86°29’59” East, along said North line, a distance of 363.87 feet to a point on the West right-of-way line of Main Street (90.00 feet wide);

Thence South 03°30’13” West, along said West right-of-way line, a distance of 150.00 feet;

Thence North 86°29’59” West, a distance of 366.88 feet to a point on the East right-of-way line of the aforementioned Commerce Street;

Thence North 04°39’21” East, along said East right-of-way line, a distance of 150.03 feet to the TRUE POINT OF BEGINNING.

TOGETHER WITH that portion of vacated Commerce Street, lying adjacent to the above described parcel, as described in that certain Order of Vacation recorded February 5, 1996 in Book 960205 as Instrument No. 01894, of Official Records, Clark County, Nevada.

Assessor’s Parcel No.: 162-03-301-015

Parcel Seven (7):

Parcel 7-A:

That portion of the Southwest Quarter (SW 1/4) of Section 3, Township 21 South, Range 61 East, M.D.M., City of Las Vegas, Clark County, Nevada, more particularly described as follows:

Stratosphere II-Deed of Trust

COMMENCING at the Southeast corner of Lot Nineteen (19), Block Five (5) of the Meadows Addition to Las Vegas, as shown in Book 1 of Plats, Page 43, in the Office of the County Recorder of Clark County, Nevada, said point being on the North right-of-way line of Boston Avenue (50.00 feet wide), the West right-of-way line of Commerce Street (40.00 feet wide), and on the line common to Sections 3 and 4;

Thence North 04°39’21” East, along the West line of Section 3 and the West right-of-way line of said Commerce Street, a distance of 498.92 feet;

Thence South 86°29’59” East, a distance of 40.00 feet to a point on the East right-of-way line of Commerce Street, said point being the TRUE POINT OF BEGINNING;

Thence continuing South 86°29’59” East, a distance of 366.88 feet to a point on the West right-of-way line of Main Street (90.00 feet wide);

Thence South 03°30’13” West, along the West right-of-way line of Main Street, a distance of 75.19 feet to a point on the Northwesterly right-of-way line of Las Vegas Boulevard South (formerly North Fifth Street) (100 feet wide);

Thence South 27°57’21” West, along said Northwesterly right-of-way line, a distance of 303.68 feet;

Thence North 85°10’52” West, a distance of 248.20 feet to a point on the East right-of-way line of the aforementioned Commerce Street;

Thence North 04°39’21” East, along said East right-of-way line, a distance of 345.98 feet to the TRUE POINT OF BEGINNING.

TOGETHER WITH that portion of vacated Commerce Street, lying adjacent to the above described parcel, as described in that certain Order of Vacation recorded February 5, 1996 in Book 960205 as Instrument No. 01894, of Official Records, Clark County, Nevada.

EXCEPTING THEREFROM that portion of said land conveyed to the City of Las Vegas by Deed recorded January 26, 1996 in Book 960126 as Instrument No. 01487, of Official Records, Clark County, Nevada.

Parcel 7-B:

That portion of the Southwest Quarter (SW 1/4) of Section 3, Township 21 South, Range 61 East, M.D.M., City of Las Vegas, Clark County, Nevada, more particularly described as follows:

COMMENCING at the Southeast corner of Lot Nineteen (19) in Block Five (5) of the Meadows Addition to Las Vegas, as shown in Book 1 of Plats, Page 43, in the Office of the County Recorder of Clark County, Nevada, said point being on the North right-of-way line of Boston Avenue (50.00 feet wide);

Stratosphere II-Deed of Trust

Thence South 86°12’48” East, along the Easterly prolongation of the South line thereof, a distance of 40.00 feet to a point on the Easterly right-of-way line of Commerce Street (40.00 feet wide), said point being the TRUE POINT OF BEGINNING;

Thence North 04°39’21” East, along said Easterly right-of-way and line parallel and 40.00 feet East of the East line of Section 4, and the East line of the Meadows Addition to Las Vegas, a distance of 153.14 feet;

Thence South 85°10’52” East, a distance of 248.20 feet to a point on the Northwesterly right-of-way line of Las Vegas Boulevard South (100.00 feet wide);

Thence South 27°57’21” West, along said Northwesterly right-of-way line, a distance of 187.83 feet to a point on the Northerly right-of-way line of Boston Avenue (50.00 feet wide);

Thence North 77°23’31” West, along said Northerly right-of-way line, a distance of 147.13 feet to an angle point in said Northerly right-of-way line;

Thence North 85°54’23” West, along said Northerly right-of-way line, a distance of 28.19 feet to the TRUE POINT OF BEGINNING.

TOGETHER WITH that portion of vacated Commerce Street, lying adjacent to the above described parcel, as described in that certain Order of Vacation recorded February 5, 1996 in Book 960205 as Instrument No. 01894, of Official Records, Clark County, Nevada.

ALSO TOGETHER WITH that portion of vacated Boston Avenue, lying adjacent to the above described parcel, as described in that certain Order of Vacation recorded March 1, 1996 in Book 960301 as Instrument No. 00935, of Official Records, Clark County, Nevada.

EXCEPTING THEREFROM that portion of said land conveyed to the City of Las Vegas by Deed recorded January 26, 1996 in Book 960126 as Instrument No. 01487, of Official Records, Clark County, Nevada.

Assessor’s Parcel No.: 162-03-301-016

Parcel Eight (8):

Parcel 8-A:

That portion of the Southwest Quarter (SW 1/4) of the Southwest Quarter (SW 1/4) of Section 3, Township 21 South, Range 61 East, M.D.M., City of Las Vegas, Clark County, Nevada, more particularly described as follows:

BEGINNING at the Northeast corner of Lot Eighteen (18) in Block Four (4) of the Meadows Addition to Las Vegas, as shown in Book 1 of Plats, Page 43, in the Office of the County Recorder of Clark County, Nevada;

Stratosphere II-Deed of Trust

Thence South 77°36’22” East, a distance of 36.88 feet to the Northwest corner of that certain parcel of land conveyed by Louis Dubois, Et Ux, to Robert T. Baskin by Deed recorded June 24, 1952 as Instrument No. 386459, Clark County, Nevada Records;

Thence South 11°19’29” West, along the West line of the said conveyed parcel, a distance of 143.79 feet to the Southwest corner thereof;

Thence North 77°11’ West, a distance of 19.54 feet to a point on the West line of said Section 3;

Thence North 4°26’30” East, along the last mentioned West line, a distance of 145.00 feet to the POINT OF BEGINNING.

TOGETHER WITH that portion of vacated Boston Avenue, lying adjacent to the above described parcel, as described in that certain Order of Vacation recorded March 1, 1996 in Book 960301 as Instrument No. 00935, of Official Records, Clark County, Nevada.

Parcel 8-B:

That portion of the Southwest Quarter (SW 1/4) of the Southwest Quarter (SW 1/4) of Section 3, Township 21 South, Range 61 East, M.D.M., City of Las Vegas, Clark County, Nevada, more particularly described as follows:

COMMENCING at the Northeast corner of Lot Eighteen (18) in Block Four (4) of the Meadows Addition to Las Vegas, as shown in Book 1 of Plats, Page 43, in the Office of the County Recorder of Clark County, Nevada;

Thence South 77°36’22” East, along the South line of Boston Avenue, a distance of 36.88 feet to the TRUE POINT OF BEGINNING;

Thence continuing South 77°36’22” East, along the said South line, a distance of 153.77 feet to a point on the West line of Fifth Street (100.00 feet wide);

Thence South 27°43’12” West, along said West line, a distance of 149.92 feet to a point;

Thence North 77°11’ West, a distance of 111.43 feet to a point;

Thence North 11°19’20” East, a distance of 143.79 feet to the TRUE POINT OF BEGINNING.

TOGETHER WITH that portion of vacated Boston Avenue, lying adjacent to the above described parcel, as described in that certain Order of Vacation recorded March 1, 1996 in Book 960301 as Instrument No. 00935, of Official Records, Clark County, Nevada.

EXCEPTING THEREFROM that portion of said land conveyed to the City of Las Vegas by Deed recorded April 3, 1996 in Book 960403 as Instrument No. 01196, of Official Records, Clark County, Nevada.

Assessor’s Parcel No.: 162-03-401-001

Stratosphere II-Deed of Trust

Parcel Nine (9):

That portion of the Southwest Quarter (SW 1/4) of Section 3, Township 21 South, Range 61 East, M.D.M., City of Las Vegas, Clark County, Nevada, more particularly described as follows:

BEGINNING at the Northeast corner of Lot Nineteen (19) in Block Four (4) of the Meadows Addition to Las Vegas, as shown in Book 1 of Plats, Page 43, in the Office of the County Recorder of Clark County, Nevada;

Thence South 76°56’10” East, a distance of 131.42 feet to a point on the Northwesterly right-of-way line of Las Vegas Boulevard South (100.00 feet wide);

Thence South 27°57’21” West, along said Northwesterly right-of-way line, a distance of 147.34 feet to a point on the Northeasterly right-of-way line of Baltimore Avenue (50.00 feet wide);

Thence North 62°02’39” West, along said Northeasterly right-of-way line, a distance of 6.90 feet to a point on a tangent curve concave to the Southwest, having a radius of 250.00 feet;

Thence Northwesterly along the arc of said curve through a central angle of 15°36’04” an arc length of 68.07 feet to a point on the Easterly line of the aforementioned Meadows Addition to Las Vegas;

Thence North 04°39’21” East, along said Easterly line a distance of 133.67 feet to the TRUE POINT OF BEGINNING;

EXCEPTING THEREFROM that portion of said land conveyed to the City of Las Vegas by Deed recorded January 26, 1996 in Book 960126 as Instrument No. 01485, of Official Records, Clark County, Nevada.

Assessor’s Parcel No.: 162-03-401-002

Parcel Ten (10):

Lots One (1) through Thirty-Six (36), inclusive, in Block Six (6) of the Meadows Addition to Las Vegas, as shown by map thereof on file in Book 1 of Plats, Page 43, in the Office of the County Recorder of Clark County, Nevada.

TOGETHER WITH that certain vacated alley (15.00 feet wide) as vacated by that certain Order of Vacation recorded April 17, 1987 in Book 870417 as Instrument No. 00648, of Official Records, Clark County, Nevada.

ALSO TOGETHER WITH those portions of the vacated alley, vacated St. Louis Avenue and vacated Commerce Street, lying adjacent to the above described parcel, as described in that certain Order of Vacation recorded February 5, 1996 in Book 960205 as Instrument No. 01894, of Official Records, Clark County, Nevada.

Stratosphere II-Deed of Trust

Assessor’s Parcel No.: 162-04-710-041 & 042

Parcel Eleven (11):

Lots Thirty-Seven (37) through Forty-Six (46), inclusive, in Block Six (6) of the Meadows Addition to Las Vegas, as shown by map thereof on file in Book 1 of Plats, Page 43, in the Office of the County Recorder of Clark County, Nevada.

TOGETHER WITH those portions of the vacated alley, vacated Fairfield Avenue and vacated St. Louis Avenue, lying adjacent to the above described parcel, as described in that certain Order of Vacation recorded February 5, 1996 in Book 960205 as Instrument No. 01894, of Official Records, Clark County, Nevada.

Assessor’s Parcel No.: 162-04-710-052 through 055

Parcel Twelve (12):

Lots One (1) through Thirty-Six (36), inclusive, in Block Five (5) of the Meadows Addition to Las Vegas, as shown by map thereof on file in Book 1 of Plats, Page 43, in the Office of the County Recorder of Clark County, Nevada.

TOGETHER WITH those portions of the vacated alley, vacated St. Louis Avenue, vacated Commerce Street and vacated Boston Avenue, lying adjacent to the above described parcel, as described in that certain Order of Vacation recorded February 5, 1996 in Book 960205 as Instrument No. 01894, of Official Records, Clark County, Nevada.

Assessor’s Parcel No.: 162-04-710-043 through 050

Parcel Thirteen (13):

That portion of the Southeast Quarter (SE 1/4) of Section 4, Township 21 South, Range 61 East, M.D.M., City of Las Vegas, Clark County, Nevada, more particularly described as follows:

BEGINNING at the Northwest corner of Lot Forty-One (41) in Block Five (5) of the Meadows Addition to Las Vegas, as shown in Book 1 of Plats, Page 43, in the Office of the County Recorder of Clark County, Nevada, said point being on the South right-of-way line of St. Louis Avenue (50.00 feet wide) and the East right-of-way line of Fairfield Avenue (80.00 feet wide); Thence South 04°42’46” West, along the West lines of Lots 41 through 37, a distance of 120.00 feet to a point on a non-tangent curve concave to the Southwest, having a radius of 185.00 feet and being on the Northeasterly right-of-way line of the circular road surrounding the “Plaza” as shown on said Meadows Addition;

Stratosphere II-Deed of Trust

Thence from a radial line that bears North 17°11’53” East, Southeasterly along the arc of said curve through a central angle of 54°15’56” an arc length of 175.22 feet;

Thence North 04°42’46” East, along the East line of said Lots 37 through 41 and their Southerly prolongation, a distance of 229.72 feet to a point on the South right-of-way line of the aforementioned St. Louis Avenue;

Thence North 86°13’25” West, along said South right-of-way line, a distance of 130.00 feet to the TRUE POINT OF BEGINNING.

TOGETHER WITH those portions of vacated alley, vacated St. Louis Avenue and vacated Fairfield Avenue, lying adjacent to the above described parcel, as described in that certain Order of Vacation recorded February 5, 1996 in Book 960205 as Instrument No. 01894, of Official Records, Clark County, Nevada.

Assessor’s Parcel No.: 162-04-710-051

Parcel Fourteen (14):

The “Plaza” of the Meadows Addition to Las Vegas, as shown by map thereof on file in Book 1 of Plats, Page 43, in the Office of the County Recorder of Clark County, Nevada.

TOGETHER WITH those portions of vacated Fairfield Avenue, lying adjacent to the above described parcel, as described in that certain Order of Vacation recorded February 5, 1996 in Book 960205 as Instrument No. 01894, of Official Records, Clark County, Nevada.

Assessor’s Parcel No.: 162-04-813-098

Parcel Fifteen (15):

Lots One (1) through Sixteen (16), inclusive, in Block Four (4) of the Meadows Addition to Las Vegas, as shown by map thereof on file in Book 1 of Plats, Page 43, in the Office of the County Recorder of Clark County, Nevada.

TOGETHER WITH those portions of the vacated alley, vacated Fairfield Avenue and vacated Boston Avenue, lying adjacent to the above described parcel, as described in that certain Order of Vacation recorded February 5, 1996 in Book 960205 as Instrument No. 01894, of Official Records, Clark County, Nevada.

Assessor’s Parcel No.: 162-04-813-090 through 096

Parcel Sixteen (16):

Stratosphere II-Deed of Trust

Lots Seventeen (17) and Eighteen (18) in Block Four (4) of the Meadows Addition to Las Vegas, as shown by map thereof on file in Book 1 of Plats, Page 43, in the Office of the County Recorder of Clark County, Nevada.

TOGETHER WITH those portions of the vacated alley and vacated Boston Avenue, lying adjacent to the above described parcel, as described in that certain Order of Vacation recorded February 5, 1996 in Book 960205 as Instrument No. 01894, of Official Records, Clark County, Nevada.

ALSO TOGETHER WITH that portion of the vacated alley and vacated Boston Avenue, lying adjacent to the above described parcel, as described in that certain Order of Vacation recorded March 1, 1996 in Book 960301 as Instrument No. 00935, of Official Records, Clark County, Nevada.

Assessor’s Parcel No.: 162-04-813-097

Parcel Seventeen (17):

Lots Nineteen (19) through Twenty-Four (24), inclusive, in Block Four (4) of the Meadows Addition to Las Vegas, as shown by map thereof on file in Book 1 of Plats, Page 43, in the Office of the County Recorder of Clark County, Nevada.

TOGETHER WITH those portions of the vacated alley, lying adjacent to the above described parcel, as described in that certain Order of Vacation recorded February 5, 1996 in Book 960205 as Instrument No. 01894, of Official Records, Clark County, Nevada.

ALSO TOGETHER WITH that portion of the vacated alley, lying adjacent to the above described parcel, as described in that certain Order of Vacation recorded March 1, 1996 in Book 960301 as Instrument No. 00935, of Official Records, Clark County, Nevada.

EXCEPTING THEREFROM that portion of said land conveyed to the City of Las Vegas by Deed recorded January 26, 1996 in Book 960126 as Instrument No. 01486, of Official Records, Clark County, Nevada.

Assessor’s Parcel No.: 162-04-813-084 & 085

Parcel Eighteen (18):

Lots Twenty-Five (25) through Thirty-Six (36), inclusive, in Block Four (4) of the Meadows Addition to Las Vegas, as shown by map thereof on file in Book 1 of Plats, Page 43, in the Office of the County Recorder of Clark County, Nevada.

Stratosphere II-Deed of Trust

TOGETHER WITH those portions of the vacated alley, lying adjacent to the above described parcel, as described in that certain Order of Vacation recorded February 5, 1996 in Book 960205 as Instrument No. 01894, of Official Records, Clark County, Nevada.

EXCEPTING THEREFROM that portion of said land conveyed to the City of Las Vegas by Deed recorded January 26, 1996 in Book 960126 as Instrument No. 01486, of Official Records, Clark County, Nevada.

Assessor’s Parcel No.: 162-04-813-086 through 089

Parcel Nineteen (19):

That portion of the Southeast Quarter (SE 1/4) of Section 4, Township 21 South, Range 61 East, M.D.M., City of Las Vegas, Clark County, Nevada, more particularly described as follows:

BEGINNING at the Southwest corner of Lot Thirty-Seven (37) in Block Four (4) of the Meadows Addition to Las Vegas, as shown in Book 1 of Plats, Page 43, in the Office of the County Recorder of Clark County, Nevada, said point being on the North right-of-way line of Baltimore Avenue (50.00 feet wide) and the East right-of-way line of Fairfield Avenue (80.00 feet wide);

Thence North 04°42’46” East, along the West lines of Lots 37 through 40 and their Northerly prolongation thereof, a distance of 118.70 feet to a point on a non-tangent curve concave to the Northwest, having a radius of 185.00 feet and being on the Southeasterly right-of-way line of the circular road surrounding the “Plaza” as shown on said Meadows Addition;

Thence from a radial line that bears South 07°46’21” East, Northeasterly along the arc of said curve through a central angle of 54°15’58” an arc length of 175.22 feet;

Thence South 04°42’46” West, along the East line of Lots 37 through 40 and their Northerly prolongation, a distance of 224.23 feet to a point on the North right-of-way line of the aforementioned Baltimore Avenue;

Thence North 86°12’11” West, along said North right-of-way line, a distance of 130.00 feet to the TRUE POINT OF BEGINNING.

TOGETHER WITH those portions of the vacated alley and vacated Fairfield Avenue, lying adjacent to the above described parcel, as described in that certain Order of Vacation recorded February 5, 1996 in Book 960205 as Instrument No. 01894, of Official Records, Clark County, Nevada.

EXCEPTING THEREFROM that portion of said land conveyed to the City of Las Vegas by Deed recorded January 26, 1996 in Book 960126 as Instrument No. 01486, of Official Records, Clark County, Nevada.

Stratosphere II-Deed of Trust

Assessor’s Parcel No.: 162-04-813-059 through 061

Parcel Twenty (20):

The Southerly 80.00 feet of Lot One (1) and all of Lots Two (2), Three (3), Four (4) and Five (5) and the Northerly 85.00 feet of Lot Six (6) in Block Two (2) of South Fifth Street Tract, as shown by map thereof on file in Book 2 of Plats, Page 72, in the Office of the County Recorder of Clark County, Nevada.

Assessor’s Parcel No.: 162-03-410-001 through 004

Parcel Twenty-One (21):

Lots Two (2) and Three (3) in Block Three (3) of South Fifth Street Tract No. 1, as shown by map thereof on file in Book 2 of Plats, Page 100, in the Office of the County Recorder of Clark County, Nevada.

Assessor’s Parcel No.: 162-03-411-003

Parcel Twenty-Two (22):

Lots Nineteen (19) and Twenty (20) in Block Eight (8) and Lots Five (5) through Forty-Six (46), inclusive, in Block Seven (7) of the Meadows Addition to Las Vegas, as shown by map thereof on file in Book 1 of Plats, Page 43, in the Office of the County Recorder of Clark County, Nevada.

EXCEPTING THEREFROM those portions of said land conveyed to the City of Las Vegas for road purposes by Deed recorded June 17, 1997 in Book 970617 as Instrument No. 01109, of Official Records, Clark County, Nevada.

Assessor’s Parcel No.: 162-04-710-025 through 032; 035 through 040; 056 through 059

Parcel Twenty-Three (23):

Lots One (1), Two (2), Three (3) and Four (4) in Block Seven (7) of Meadows Addition to Las Vegas, as shown by map thereof on file in Book 1 of Plats, Page 43, in the Office of the County Recorder of Clark County, Nevada.

Stratosphere II-Deed of Trust

Assessor’s Parcel No.: 162-04-710-033 & 034

Parcel Twenty-Four (24):

The Northeasterly 56.5 feet of Lot Five (5) in Block Three (3) of South Fifth Street Tract No. 1, as shown by map thereof on file in Book 2 of Plats, Page 100, in the Office of the County Recorder of Clark County, Nevada.

EXCEPTING THEREFROM the Southeasterly 5.00 feet of the Northeasterly 56.50 feet of Lot 5, Block 3 of South Fifth Street Tract No. 1, as shown by map thereof on file in Book 2 of Plats, Page 100, in the Office of the County Recorder of Clark County, Nevada, as conveyed to the City of Las Vegas by Deed recorded March 13, 1968 in Book 859 as Instrument No. 689792, of Official Records, Clark County, Nevada.

Assessor’s Parcel No.: 162-03-411-005

Parcel Twenty-Five (25):

A portion of the Northwest Quarter (NW 1/4) of the Southwest Quarter (SW 1/4) of Section 3, Township 21 South, Range 61 East, M.D.M., City of Las Vegas, Clark County, Nevada, described as follows:

COMMENCING at the intersection of the Westerly line of U.S. Highway No. 91 with the Westerly line of Main Street, formerly First Street;

Thence North 03°17’30” East, along the West line of Main Street, a distance of 739.73 feet, being the TRUE POINT OF BEGINNING;

Thence North 86°42’30” West, a distance of 210.00 feet to a point;

Thence North 03°17’30” East, and parallel with the West line of said Main Street, a distance of 50.00 feet to a point;

Thence South 86°42’30” East, a distance of 210.00 feet to a point on the West line of Main Street;

Thence South 03°17’30” West, along the West line of Main Street, a distance of 50.00 feet to the TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM the Easterly 5.00 feet as conveyed to the City of Las Vegas by Deed recorded February 21, 1978 in Book 850 as Instrument No. 809100, of Official Records, Clark County, Nevada.

Assessor’s Parcel No.: 162-03-301-003

Stratosphere II-Deed of Trust

Parcel Twenty-Six (26):

That portion of the Northwest Quarter (NW 1/4) of the Southwest Quarter (SW 1/4) of Section 3, Township 21 South, Range 61 East, M.D.M., City of Las Vegas, Clark County, Nevada, described as follows:

COMMENCING at the point of intersection of the West line of U.S. Highway 91 (original alignment - 80 feet wide) with the West line of Main Street (original alignment - 80 feet wide); Thence North 3°1’33” East, along the West line of Main Street, a distance of 739.73 feet, to a point;

Thence North 86°42’30” West, a distance of 220.00 feet to the TRUE POINT OF BEGINNING;

Thence continuing North 86°42’30” West, a distance of 138.97 feet to a point distance 40.00 feet from the West line of said Section 3;

Thence North 4°26’30” East, a distance of 252.29 feet to a point on the South line of that certain parcel of land conveyed by the New York and Las Vegas Investment Company to the City of Las Vegas by Deed recorded December 31, 1937 in Book 24 of Deed Records, Page 211, in the Office of County Recorder of Clark County, Nevada;

Thence North 88°35’ East, along the last mentioned South line, a distance of 134.67 feet, to a point;

Thence South 3°17’30” West, a distance of 263.22 feet to the TRUE POINT OF BEGINNING.

TOGETHER WITH that portion of land appurtenant thereto as vacated by that certain Order of Vacation recorded April 8, 1964 in Book 528 as Instrument No. 424899, of Official Records, Clark County, Nevada.

Assessor’s Parcel No.: 162-03-301-001

Parcel Twenty-Seven (27):

Lot Four (4) in Block Three (3) of South Fifth Addition Street Tract No. 1, as shown by map thereof on file in Book 2 of Plats, Page 100, in the Office of the County Recorder of Clark County, Nevada.

EXCEPTING THEREFROM the Southeasterly 5.00 feet of said land as conveyed to the City of Las Vegas by Deed recorded April 10, 1967 in Book 789 as Instrument No. 633921, of Official Records, Clark County, Nevada.

Assessor’s Parcel No.: 162-03-411-004

Stratosphere II-Deed of Trust

LEGAL DESCRIPTIONS CONTINUED

AQUARIUS CASINO RESORT (1900 S. CASINO DRIVE — LAUGHLIN)

Parcel One (1):

That portion of Government Lot Two (2), lying within the North Half (N 1/2) of Section 13, Township 32 South, Range 66 East, M.D.M., Clark County, Nevada, more particularly described as follows:

BEGINNING at the Northwest corner of the North 500.00 feet of the South Half (S 1/2) of the North Half (N 1/2) of said Section 13;

Thence South 1°39’40” West, along the West line of said Section, 500.00 feet to the Southwest corner of said North 500.00 feet of said South Half (S 1/2) of said North Half (N 1/2);

Thence South 89°55’58” East along, the South line thereof, 1723.29 feet to the intersection with the North-South centerline of said Section 13;

Thence South 1°12’40” West, along the said North-South centerline of said Section 13, 426.08 feet to the intersection with the South line of the North 925.00 feet of said Government Lot 2, said Section 13;

Thence South 89°55’20” East, along the South line of said North 925.00 feet of said Government Lot 2, a distance of 163.65 feet to the TRUE POINT OF BEGINNING;

Thence North 14°31’26” East, along the centerline of the existing traveled roadway, 154.98 feet; Thence South 89°55’20” East, 973.78 feet to the intersection with the East line of Government Lot 2, of said Section 13;

Thence South 03°50’41” West, along the said East line of said Government Lot 2, a distance of 150.30 feet;

Thence North 89°55’20” West, 1002.57 feet to the intersection of the existing traveled roadway, to the TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM that portion of said land conveyed to Clark County by Deed recorded June 22, 1972 in Book 241 as Instrument No. 200215, of Official Records, Clark County, Nevada.

AND FURTHER EXCEPTING THEREFROM that portion of said land conveyed to Clark County by those certain Deeds recorded February 7,1989 in Book 890207 as Instrument No. 00388, and August 8, 1989 in Book 890808 as Instrument No. 00521 and 00523, of Official Records, Clark County, Nevada.

Parcel Two (2):

Stratosphere II-Deed of Trust

That portion of Government Lot Two (2), lying within the North Half (N 1/2) of Section 13, Township 32 South, Range 66 East, M.D.M., Clark County, Nevada, more particularly described as follows:

BEGINNING at the Northwest corner of the North 500.00 feet of the South Half (S 1/2) of the North Half (N 1/2) of said Section 13;

Thence South 1°39’40” West, along the West line of said Section, 500.00 feet to the Southwest corner of said North 500.00 feet of said South Half (S 1/2) of said North Half (N 1/2);

Thence South 89°55’58” East, along the South line thereof, 1723.29 feet to the intersection with the North-South centerline of said Section 13, the TRUE POINT OF BEGINNING;

Thence South 89°55’58” East, along the South line of the North 500.00 feet of said Government Lot 2, a distance of 285.49 feet;

Thence South 19°14’41” West, along the centerline of the existing traveled roadway, 241.33 feet;

Thence South 14°31’26” West, continuing along said centerline of said existing roadway, 204.57 feet to the intersection with the South line of the North 925.00 feet of said Government Lot 2;

Thence North 89°55’20” West, along the South line of said North 925.00 feet of said Government Lot 2, a distance of 163.65 feet to the intersection with the North-South centerline of said Section 13;

Thence North 01°12’40” East, along the North-South centerline of said Section 13, a distance of 426.08 feet to the TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM the South 50.00 feet thereof.

FURTHER EXCEPTING THEREFROM that portion of said land conveyed to Clark County by Deed recorded June 22, 1972 in Book 241 as Instrument No. 200215, of Official Records, Clark County, Nevada.

AND FURTHER EXCEPTING THEREFROM that portion of said land conveyed to Clark County by those certain Deeds recorded February 7,1989 in Book 890207 as Instrument No. 00388, and August 8, 1989 in Book 890808 as Instrument No. 00521 and 00523, of Official Records, Clark County, Nevada.

Parcel Three (3):

That portion of Government Lot Two (2), lying within the North Half (N 1/2) of Section 13, Township 32 South, Range 66 East, M.D.M., Clark County, Nevada, more particularly described as follows:

Stratosphere II-Deed of Trust

BEGINNING at a point in the North line of Government Lot Two (2) in said Section 13, bearing South 89°55’58” East, 2168.84 feet from the Northwest corner of the North 500.00 feet of the South Half (S 1/2) of the North Half (N 1/2) of said Section 13;

Thence South 89°55’58” East, along said North line of said Government Lot 2, a distance of 782.00 feet to intersection with the East line of said Government Lot 2;

Thence South 2°50’42” West, along said East line, 217.34 feet;

Thence South 8°35’18” West, 317.28 feet;

Thence South 3°50’41” West, 245.71 feet to intersection with the North line of the South 545.00 feet of said Government Lot 2;

Thence North 89°55’20” West, along said North line, 973,78 feet;

Thence North 14°31’26” East, 49.59 feet;

Thence North 19°14’41” East, 770.60 feet to the POINT OF BEGINNING.

EXCEPTING THEREFROM the North 500.00 feet of Government Lot 2.

FURTHER EXCEPTING THEREFROM that portion of said land conveyed to Clark County by Deed recorded June 22, 1972 in Book 241 as Instrument No. 200215, of Official Records, Clark County, Nevada.

AND FURTHER EXCEPTING THEREFROM that portion of said land conveyed to Clark County by those certain Deeds recorded February 7,1989 in Book 890207 as Instrument No. 00388, and August 8, 1989 in Book 890808 as Instrument No. 00521 and 00523, of Official Records, Clark County, Nevada.

Parcel Four (4):

The North 500.00 feet of Government Lot Two (2) of Section 13, Township 32 South, Range 66 East, M.D.M., Clark County, Nevada, lying Easterly of the West line of Rio Alta Vista Drive as conveyed to the County of Clark by Deed recorded June 22, 1972 as Instrument No. 200215, of Official Records, Clark County, Nevada.

EXCEPTING THEREFROM that portion of said land conveyed to Clark County by Deed recorded June 22, 1972 in Book 241 as Instrument No. 200215, of Official Records, Clark County, Nevada.

AND FURTHER EXCEPTING THEREFROM that portion of said land conveyed to Clark County by those certain Deeds recorded February 7,1989 in Book 890207 as Instrument No. 00388, and August 8, 1989 in Book 890808 as Instrument No. 00521 and 00523, of Official Records, Clark County, Nevada.

Stratosphere II-Deed of Trust

Excepting from Parcels One (1), Two (2), Three (3), and Four (4) the interest in the following portion of said land conveyed to Clark County by deed recorded May 24, 1982 as document no. 1529609, Official Records.

A right of way generally sixty feet (60.00’) wide described as follows:

Commencing at the center quarter corner of Section 13, Township 32 South, Range 66 East, M.D.M., Nevada;

thence South 89°59’51” East along the East-West Quarter Section line, a distance of 59.50 feet to the beginning of a non-tangent curve, concave to the Southeast, having a radius of 1,030 feet;

said beginning of curve being the True Point of Beginning, to which beginning a radial line bears North 82°02’05” West;

thence Northeasterly along said curve through a central angle of 04°29’42”, a distance of 80.81 feet;

thence North 12°27’37” East a distance of 541.94 feet to the beginning of a curve, concave to the Southeast having a radius of 1,730.00 feet;

thence Northeasterly, along said curve, through a central angle of 10°38’58”, a distance of 321.55 feet;

thence North 23°06’35” East, a distance of 283.13 feet to the beginning of a curve, concave to the Northwest, having a radius of 940.00 feet; thence Northeasterly, along said curve through a central angle of 08°51’58”, a distance of 145.46 feet;

thence North 14°14’37” East a distance of 1,201.24 feet;

thence North 13°44’08” East, a distance of 168.89 feet to the North line of Section 13;

thence continuing North 13°44’08” East, a distance of 325.00 feet;

thence South 89°59’24” East, a distance of 61.76 feet;

thence South 13°44’08” West, a distance of 325.00 feet to the North line of Section 13; thence continuing South 13°44’08” West, a distance of 183.72 feet;

thence South 14°14’37” West, a distance of 1,201.60 feet to the beginning of a curve, concave to the Northwest having a radius of 1000 feet;

thence Southwesterly, along said curve, through a central angle of 08°51’58”, a distance of 154.74 feet;

thence South 23°06’35” West, a distance of 283.13 feet to the beginning of a curve, concave to the Southeast, having a radius of 1670.00 feet;

thence Southwesterly, along said curve, through a central angle of 10°38’58”, a distance of 310.40 feet;

thence South 12°27’37” West, a distance of 541.94 feet to the beginning of a curve, concave to the Southeast, having a radius of 970.00 feet;

thence Southwesterly along said curve, through a central angle of 03°59’57”, a distance of 67.70 feet;

thence along a non-tangent line bearing North 89°59’51” West, a distance of 60.62 feet, to the True Point of Beginning.

Assessor’s Parcel Nos.: 264-13-601-001-002

Stratosphere II-Deed of Trust

LEGAL DESCRIPTIONS CONTINUED

ARIZONA CHARLIE’S (DECATUR)

Parcel One (1):

That portion of the Northeast Quarter (NE 1/4) of the Southeast Quarter (SE 1/4) of Section 36, Township 20 South, Range 60 East, M.D.M., City of Las Vegas, Clark County, Nevada, described as follows:

Parcel Two (2) and Four (4) as shown by map thereof in File 100 of Parcel Maps, Page 85, in the Office of the County Recorder of Clark County, Nevada.

Assessor’s Parcel No.: 138-36-701-021 & 022

Parcel Two (2):

Lots One (1), Two (2), Three (3), Four (4), Five (5) and the Easterly 20.00 feet of Lot Six (6), in Block One (1) of Charleston Heights Tract No. 1, as shown by map thereof on file in Book 4 of Plats, Page 31, in the Office of the County Recorder of Clark County, Nevada.

Assessor’s Parcel No.: 138-36-712-023

Parcel Three (3):

That portion of the Northeast Quarter (NE 1/4) of the Southeast Quarter (SE 1/4) of Section 36, Township 20 South, Range 60 East, M.D.M., City of Las Vegas, Clark County, Nevada, described as follows:

COMMENCING at the Southeast corner of said Northeast Quarter (NE 1/4) of the Southeast Quarter (SE 1/4);

Thence South 89°53’28” West, along the South line thereof, 80.02 feet to the TRUE POINT OF BEGINNING;

Thence continuing South 89°53’28” West, along the South line, 333.49 feet;

Thence North 00°06’32” West, 5.00 feet;

Thence North 89°53’28” East, 121.46 feet to a point of tangency with a curve concave Northwesterly and having a radius of 330.00 feet;

Stratosphere II-Deed of Trust

Thence Northeasterly along said curve, through a central angle of 21°02’22”, an arc distance of 121.18 feet to a point of reverse curvature with a curve concave Southeasterly and having a radius of 270.00 feet, a radial line to said point bears South 21°08’54” East;

Thence Northeasterly along said curve through a central angle of 14°17’41”, an arc distance of 67.36 feet to a point of compound curvature, with a curve concave Southwesterly and having a radius of 35.00 feet, a radial line to said point bears North 06°51’13” West;

Thence Southeasterly along said curve, through a central angle of 95°28’51”, an arc distance of 41.66 feet to a point of tangency;

Thence South 01°22’22” East, 18.86 feet to the TRUE POINT OF BEGINNING.

Assessor’s Parcel No.: 138-36-702-001

Parcel Four (4):

Government Lots Two (2) and Three (3), lying within the Southeast Quarter (SE 1/4) of Section 36, Township 20 South, Range 60 East, M.D.M., City of Las Vegas, Clark County, Nevada.

Assessor’s Parcel No.: 138-36-802-002

Parcel Five (5):

Government Lot One (1), lying within the Southeast Quarter (SE 1/4) of Section 36, Township 20 South, Range 60 East, M.D.M., City of Las Vegas, Clark County, Nevada.

EXCEPTING THEREFROM the East 80.00 feet thereof for road purposes as conveyed to the City of Las Vegas by that certain Deed recorded April 22, 1964 in Book 532 as Instrument No. 428020, of Official Records, Clark County, Nevada.

Assessor’s Parcel No.: 138-36-802-003

Parcel Six (6): Intentionally omitted.

Parcel Seven (7):

A non-exclusive easement for parking, access, ingress and egress for vehicular and pedestrian traffic as set forth in that certain document entitled “Declaration and Agreement Establishing Protective Covenants, Conditions and Restrictions and Perpetual Grants of Easements”, recorded October 14, 1982 in Book 1633 as Instrument No. 1592792, and further set forth in that certain document entitled “Reciprocal Easement Agreement”, recorded September 28, 1998 in Book 990928 as Instrument No. 01393, of Official Records, Clark County, Nevada.

Stratosphere II-Deed of Trust

LEGAL DESCRIPTIONS CONTINUED

ARIZONA CHARLIE’S BOULDER CASINO (EAST)

Parcel One (1):

That portion of the North Half (N 1/2) of the Northwest Quarter (NW 1/4) of Section 17, Township 21 South, Range 62 East, M.D.M., Clark County, Nevada, being more particularly described as follows:

BEGINNING at the Southeast Corner of the Northeast Quarter (NE 1/4) of the Northwest Quarter (NW 1/4) of said Section 17;

THENCE North 01°24’36” West, 30.00 feet along the East line of the Northwest Quarter (NW 1/4) of said Section 17;

THENCE South 89°56’29” West, 40.00 feet;

THENCE continuing South 89°56’29” West and parallel with and 30.00 feet North of the South line of the Northeast Quarter (NE 1/4) of the Northwest Quarter (NW 1/4) of said Section 17, a distance of 1055.49 feet to the Easterly line of that certain parcel described in deed to Earl H. Greenberg, et ux, recorded July 13, 1967, in Book 809 as Document No. 649613, of Official Records, Clark County, Nevada;

THENCE South 42°27’00” East, along said Easterly line of said Greenberg Parcel, a distance of 40.61 feet to a point on the South line of the Northeast Quarter (NE 1/4) of the Northwest Quarter (NW 1/4) of said Section 17;

THENCE North 89°56’29” East, along said South line, a distance of 1068.82 feet to the POINT OF BEGINNING.

EXCEPTING THEREFROM the East 40.00 feet for road purposes as conveyed to Clark County by Deed recorded November 6, 1995 in Book 951106 as Instrument No. 00803, of Official Records, Clark County, Nevada.

Assessor’s Parcel No.: 161-17-101-019

Parcel Two (2):

That portion of the Southeast Quarter (SE 1/4) of the Northwest Quarter (NW 1/4) of Section 17, Township 21 South, Range 62 East, M.D.M., Clark County, Nevada, more particularly described as follows:

Stratosphere II-Deed of Trust

Parcel Two (2) as shown by map thereof in File 78 of Parcel Maps, Page 92, in the Office of the County Recorder of Clark County, Nevada.

Assessor’s Parcel No.: 161-17-202-002

Parcel Three (3):

That portion of the Southeast Quarter (SE 1/4) of the Northwest Quarter (NW 1/4) of Section 17, Township 21 South, Range 62 East, M.D.M., Clark County, Nevada, more particularly described as follows:

Parcel One (1) as shown by map thereof in File 78 of Parcel Maps, Page 92, in the Office of the County Recorder of Clark County, Nevada.

Assessor’s Parcel No.: 161-17-202-003

Parcel Four (4):

That portion of the Southeast Quarter (SE 1/4) of the Northwest Quarter (NW 1/4) of Section 17, Township 21 South, Range 62 East, M.D.M., Clark County, Nevada, more particularly described as follows:

Parcel Two (2) as shown by map thereof in File 63 of Parcel Maps, Page 29, in the Office of the County Recorder of Clark County, Nevada.

Assessor’s Parcel No.: 161-17-202-004

Stratosphere II-Deed of Trust

EXHIBIT B

Special Nevada Provisions

     The following provisions are incorporated by reference into Section 7.18 of the attached Deed of Trust. If any conflict or inconsistency exists between this Exhibit B and the remainder of the attached Deed of Trust, this Exhibit B shall govern.

          (a) Fixture Filing. This Deed of Trust shall be effective as a Financing Statement filed as a fixture filing from the date of the recording hereof in accordance with Nevada Revised Statutes (NRS) 104.9502. In connection therewith, the addresses of the Grantor as debtor (“Debtor”) and Beneficiary as secured party (“Secured Party”) are as set forth in the first paragraph of page one (1) of this Deed of Trust. The foregoing address of Beneficiary, as the Secured Party, is also the address from which information concerning the security interest may be obtained by any interested party.

(i)	The property subject to this fixture filing is described in clauses (3) and (4) of the definition of “Property” in Section 1.1 of this Deed of Trust.
(ii)	Portions of the property subject to this fixture filing as identified in (i) above are or are to become fixtures related to the real estate described on Exhibits “A” to this Deed of Trust.
(iii)	Secured Party is the Beneficiary.
(iv)	Debtor is the Grantor.
(v)	Debtor’s organizational identification numbers are as follows:

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC

STRATOSPHERE GAMING LLC

AQUARIUS GAMING LLC

ARIZONA CHARLIE’S, LLC

FRESCA, LLC

Stratosphere II-Deed of Trust

W2007 AQUARIUS PROPCO, L.P.

W2007 STRATOSPHERE PROPCO, L.P.

W2007 STRATOSPHERE LAND PROPCO, L.P.

W2007 ARIZONA CHARLIE’S PROPCO, L.P.

W2007 FRESCA PROPCO, L.P.

W2007 ACEP FIRST MEZZANINE A BORROWER, L.P.

W2007 ACEP FIRST MEZZANINE B BORROWER, L.P.

          (b) Incorporation of NRS 107.030 Provisions: The following covenants, Nos. 1, 2 (as set forth in the Indenture), 3,4 (at a variable rate of interest as set forth in the Indenture), 5, 6, 7 (a reasonable amount), 8, and 9 of Nevada Revised Statutes (NRS) 107.030 are hereby adopted and made a part of this Deed of Trust.

Stratosphere II-Deed of Trust

EX-4.10

Exhibit 4.10

EXECUTION COPY

COLLATERAL TRUST AGREEMENT

dated as of August 14, 2009

among

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC,

ACEP FINANCE CORP.,

the GUARANTORS from time to time party hereto,

THE BANK OF NEW YORK MELLON,
as Trustee under the Indenture

and

THE BANK OF NEW YORK MELLON,
as Collateral Trustee

TABLE OF CONTENTS

	Page
ARTICLE 1. DEFINITIONS; PRINCIPLES OF CONSTRUCTION		1
SECTION 1.1 Defined Terms		1
SECTION 1.2 Rules of Interpretation		8
ARTICLE 2. THE TRUST ESTATE		9
SECTION 2.1 Declaration of Trust		9
SECTION 2.2 Collateral Shared Equally and Ratably		10
ARTICLE 3. OBLIGATIONS AND POWERS OF COLLATERAL TRUSTEE		10
SECTION 3.1 Undertaking of the Collateral Trustee		10
SECTION 3.2 Release or Subordination of Liens		11
SECTION 3.3 Enforcement of Liens		11
SECTION 3.4 Application of Proceeds		11
SECTION 3.5 Powers of the Collateral Trustee		13
SECTION 3.6 Documents and Communications		13
SECTION 3.7 For Sole and Exclusive Benefit of Holders of Secured Debt Obligations		13
SECTION 3.8 Additional Secured Debt		13
ARTICLE 4. OBLIGATIONS ENFORCEABLE BY THE ISSUERS AND THE GUARANTORS		15
SECTION 4.1 Release of Liens on Collateral		15
SECTION 4.2 Delivery of Copies to Secured Debt Representatives		17
SECTION 4.3 Collateral Trustee not Required to Serve, File or Record		17
SECTION 4.4 Release of Liens in Respect of Notes		17
ARTICLE 5. IMMUNITIES OF THE COLLATERAL TRUSTEE		17
SECTION 5.1 No Implied Duty		17
SECTION 5.2 Appointment of Agents and Advisors		18
SECTION 5.3 Other Agreements		18
SECTION 5.4 Solicitation of Instructions		18
SECTION 5.5 Limitation of Liability		18
SECTION 5.6 Documents in Satisfactory Form		18
SECTION 5.7 Entitled to Rely		18
SECTION 5.8 Secured Debt Default		19
SECTION 5.9 Actions by Collateral Trustee		19
SECTION 5.10 Security or Indemnity in favor of the Collateral Trustee		19
SECTION 5.11 Rights of the Collateral Trustee		19
SECTION 5.12 Limitations on Duty of Collateral Trustee in Respect of Collateral		20
SECTION 5.13 Assumption of Rights, Not Assumption of Duties		20
SECTION 5.14 No Liability for Clean Up of Hazardous Materials		21
ARTICLE 6. RESIGNATION AND REMOVAL OF THE COLLATERAL TRUSTEE		21
SECTION 6.1 Resignation or Removal of Collateral Trustee		21
SECTION 6.2 Appointment of Successor Collateral Trustee		21

i

	Page
SECTION 6.3 Succession		22
SECTION 6.4 Merger, Conversion or Consolidation of Collateral Trustee		22
ARTICLE 7. MISCELLANEOUS PROVISIONS		23
SECTION 7.1 Amendment		23
SECTION 7.2 Voting		25
SECTION 7.3 Further Assurances; Insurance; Access; Right of Inspection		25
SECTION 7.4 Successors and Assigns		28
SECTION 7.5 Delay and Waiver		28
SECTION 7.6 Notices		28
SECTION 7.7 Entire Agreement		30
SECTION 7.8 Compensation; Expenses		30
SECTION 7.9 Indemnity		31
SECTION 7.10 Severability		31
SECTION 7.11 Headings		31
SECTION 7.12 Obligations Secured		31
SECTION 7.13 Governing Law		31
SECTION 7.14 Consent to Jurisdiction		32
SECTION 7.15 Waiver of Jury Trial		32
SECTION 7.16 Counterparts		33
SECTION 7.17 Effectiveness		33
SECTION 7.18 Additional Guarantors		33
SECTION 7.19 Insolvency		33
SECTION 7.20 Rights and Immunities of Secured Debt Representatives		33
EXHIBIT A — Additional Secured Debt Designation
EXHIBIT B — Form of Collateral Trust Joinder—Additional Secured Debt
EXHIBIT C — Form of Collateral Trust Joinder—Additional Guarantors

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     This Collateral Trust Agreement (this “Agreement”) is dated as of August 14, 2009 and is by and among American Casino & Entertainment Properties LLC, a Delaware limited liability company (“ACEP”), ACEP Finance Corp., a Delaware corporation (together with ACEP, each an “Issuer” and, collectively, the “Issuers”), the Guarantors from time to time party hereto, The Bank of New York Mellon, as Trustee (as defined below), and The Bank of New York Mellon, as Collateral Trustee (in such capacity and, together with its successors and assigns in such capacity, the “Collateral Trustee”).

RECITALS

     The Issuers intend to issue 11% Senior Secured Notes due 2014 (including any related exchange notes, the “Notes”) in an aggregate principal amount of $375,000,000 pursuant to an 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 the Issuers, each Guarantor from time to time party thereto and The Bank of New York Mellon, as trustee (in such capacity and, together with its successors in such capacity, the “Trustee”).

     Pursuant to the Security Documents and the Indenture, the Notes will be secured by the Collateral. Other Indebtedness incurred after the date hereof may be secured equally and ratably with the Notes if, among other things (a) such other Indebtedness was permitted to be incurred and so secured pursuant to the restrictive covenants contained in the Indenture, (b) the Issuers have designated such other Indebtedness as being entitled to the benefit of this Agreement and (c) the representative under the documentation governing such other Indebtedness delivers a lien sharing and priority confirmation to the Collateral Trustee (all as more fully provided for in this Agreement).

     This Agreement sets forth the terms on which each Secured Party has appointed the Collateral Trustee to act as the collateral trustee for the present and future holders of the Secured Debt Obligations to receive, hold, maintain, administer and distribute the Collateral at any time delivered to the Collateral Trustee or the subject of the Security Documents, and to enforce the Security Documents and all interests, rights, powers and remedies of the Collateral Trustee with respect thereto or thereunder and the proceeds thereof.

     Capitalized terms used in this Agreement have the meanings assigned to them above or in Article 1 below.

AGREEMENT

     In consideration of the premises and the mutual agreements herein set forth, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

ARTICLE 1. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

     SECTION 1.1 Defined Terms. The following terms will have the following meanings:

     “ACEP” has the meaning set forth in the preamble.

     “Act of Required Debtholders” means, as to any matter at any time, a direction in writing delivered to the Collateral Trustee by or with the written consent of the holders of Secured Debt representing the Required Debtholders. For purposes of this definition, (a) Secured Debt registered in the name of, or beneficially owned by, any Issuer or any Affiliate thereof will be deemed not to be outstanding and (b) votes will be determined in accordance with Section 7.2.

     “Additional Secured Debt” has the meaning set forth in Section 3.8.

     “Additional Secured Debt Designation” mean a notice is substantially the form of Exhibit A.

     “Agreement” has the meaning set forth in the preamble.

     “Collateral” means, in the case of each Series of Secured Debt, all properties and assets of the Issuers and the Guarantors now owned or hereafter acquired in which Liens have been granted to the Collateral Trustee to secure the Secured Debt Obligations, and shall exclude any properties and assets in which the Collateral Trustee is required to release its Liens pursuant to Section 3.2; provided that, if such Liens are required to be released as a result of the sale, transfer or other disposition of any properties or assets of an Issuer or any Guarantor, such assets or properties will cease to be excluded from the Collateral if an Issuer or any Guarantor thereafter acquires or reacquires such assets or properties.

     “Collateral Trustee” has the meaning set forth in the preamble.

     “Collateral Trust Joinder” means (i) with respect to the provisions of this Agreement relating to any Additional Secured Debt, an agreement substantially in the form of Exhibit B and (ii) with respect to the provisions of this Agreement relating to the addition of additional Guarantors, an agreement substantially in the form of Exhibit C.

     “Environmental Claim” means any investigation, notice, violation, demand, allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding or claim (whether administrative, judicial or private in nature) relating to the Mortgaged Premises arising (a) pursuant to, or in connection with an actual or alleged violation of, any Environmental Law, whether foreseen or unforeseen at the time of execution of this Agreement, (b) from any abatement, removal, remedial, corrective or response action in connection with a Hazardous Material, Environmental Law or order of a governmental authority, or (c) from any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

     “Environmental Liabilities” means any liability arising from environmental issues on, in connection with or relating to the Mortgaged Premises, including, without limitation, any and all losses, claims, damages, penalties, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs), fines, injuries and response costs (including the cost of any investigation, testing, monitoring, repair, cleanup, detoxification, preparation of any closure or other plans, or other removal, response or remedial action at or relating to the Mortgaged Premises) from, against, and with respect to, as a direct or indirect result of, or arising out of, any Release, Hazardous Material Activity, or Environmental Claim, or alleged or actual violation of any

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Environmental Law, except for damages arising from any Indemnitee’s willful misconduct or gross negligence.

     “Environmental Law” means any current or future legal requirement pertaining to (a) the protection of health, safety and the indoor or outdoor environment, (b) the protection, conservation, management or use of land, natural resources, and wildlife, (c) the protection or use of surface water or groundwater, (d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation or handling of, or exposure to, any Hazardous Material, or (e) pollution (including any Release to air, land, surface water or groundwater), and any amendment, rule, regulation, order or directive issued thereunder.

     “Equally and Ratably” means, in reference to sharing of Liens or proceeds thereof as among holders of Secured Debt Obligations, that such Liens or proceeds:

     (1) will be allocated and distributed first to the Secured Debt Representative for each outstanding Series of Secured Debt, for the account of the holders of such Series of Secured Debt, ratably in proportion to the principal of, and interest and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made under such letters of credit) on each outstanding Series of Secured Debt when the allocation or distribution is made, and thereafter;

     (2) will be allocated and distributed (if any remain after payment in full of all of the principal of, and interest and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made on such letters of credit) on all outstanding Secured Debt Obligations) to the Secured Debt Representative for each outstanding Series of Secured Debt Obligations, for the account of the holders of any remaining Secured Debt Obligations, ratably in proportion to the aggregate unpaid amount of such remaining Secured Debt Obligations due and demanded (with written notice to the applicable Secured Debt Representative and the Collateral Trustee) prior to the date such distribution is made.

     “Guarantors” means any Subsidiary of ACEP that executes a Note Guarantee in accordance with the provisions of the Indenture or any other Secured Debt Document, and their respective successors and assigns, in each case until the Note Guarantee of such Person has been released in accordance with the provisions of the Indenture or such other Secured Debt Document, as applicable.

     “Hazardous Material” means any substance, chemical, compound, product, solid, gas, liquid, waste, byproduct, pollutant, contaminant or material which is hazardous, toxic, or otherwise regulated by Environmental Law and includes, without limitation, (a) asbestos, polychlorinated biphenyls and petroleum (including crude oil or any fraction thereof) and (b) any material classified or regulated as “hazardous” or “toxic” or words of like import pursuant to an Environmental Law.

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     “Hazardous Material Activity” means any activity, event or occurrence involving a Hazardous Material, whether foreseen or unforeseen at the time of execution of this Agreement, except any activity, event or occurrence in the normal course of business that is in strict compliance with the applicable Environmental Laws, including, without limitation, the manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation, handling of or corrective or response action to any Hazardous Material.

     “Indemnified Liabilities” means any and all liabilities (including but not limited to all Environmental Liabilities), claims, obligations, losses, damages, penalties, actions, judgments, suits, costs, taxes, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, performance, administration or enforcement of this Agreement or any of the other Security Documents, including amounts with respect to indemnification and any of the foregoing relating to the use of proceeds of any Secured Debt or the violation of, noncompliance with or liability under, any law (including but not limited to Environmental Laws) applicable to or enforceable against any Issuer, any Guarantor or any of their respective Subsidiaries or any of the Collateral and all reasonable costs and expenses (including reasonable fees and expenses of legal counsel selected by the Indemnitee, including, for the holders of each respective Series of Secured Debt, the reasonable fees and expenses of one primary legal counsel (and, if reasonably required, local, foreign and specialist counsel), selected by the applicable Secured Debt Representative for each such Series of Secured Debt) incurred by any Indemnitee in connection with any claim, action, investigation or proceeding in any respect relating to any of the foregoing, whether or not suit is brought.

     “Indemnitee” has the meaning set forth in Section 7.9(a).

     “Indenture” has the meaning set forth in the recitals.

     “Insolvency or Liquidation Proceeding” means:

     (1) any case commenced by or against any Issuer or any Guarantor under Title 11, U.S. Code or any similar federal or state law for the relief of debtors, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of any Issuer or any Guarantor, any receivership or assignment for the benefit of creditors relating to any Issuer or any Guarantor or any similar case or proceeding relative to any Issuer or any Guarantor or its creditors, as such, in each case whether or not voluntary;

     (2) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to any Issuer or any Guarantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

     (3) any other proceeding of any type or nature in which substantially all claims of creditors of any Issuer or any Guarantor are determined and any payment or distribution is or may be made on account of such claims.

     “Issuers” has the meaning set forth in the preamble.

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     “Mortgaged Premises” means the property pledged to the Collateral Trustee, solely in its capacity as Collateral Trustee for and on behalf of the Secured Parties, by W2007 Stratosphere Propco, L.P., W2007 Stratosphere Land Propco, L.P., W2007 Aquarius Propco, L.P., W2007 Arizona Charlie’s Propco, L.P. and W2007 Fresca Propco, L.P. pursuant to that certain Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing bearing even date herewith.

     “Notes” has the meaning set forth in the recitals.

     “Note Documents” means the Indenture, the Notes and the Security Documents.

     “Obligations” means any principal (including reimbursement obligations with respect to letters of credit whether or not drawn), interest (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Secured Debt Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), fees, indemnifications, reimbursements, expenses and other liabilities payable under the documentation governing any Indebtedness.

     “Officer” means, with respect to any Person, the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice President of such Person.

     “Officer’s Certificate” means a certificate with respect to compliance with a condition or covenant provided for in this Agreement, signed on behalf of the Issuers by an Officer, including:

     (a) a statement that the Person making such certificate has read such covenant or condition;

     (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate are based;

     (c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

     (d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

     “Permitted Prior Liens” means:

     (1) Liens described in clauses (8), (9) and (12) of the definition of “Permitted Liens” under the Indenture; and

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     (2) Permitted Liens that arise by operation of law and are not voluntarily granted, to the extent entitled by law to priority over the Liens created by the Security Documents.

     “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migration, dumping, or disposing into the indoor or outdoor environment, including, without limitation, the abandonment or discarding of barrels, drums, containers, tanks or other receptacles containing or previously containing any Hazardous Material.

     “Required Debtholders” means, at any time, the holders of more than 50% of the sum of:

     (a) the aggregate outstanding principal amount of Secured Debt (including outstanding letters of credit whether or not then available or drawn); and

     (b) other than in connection with the exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, would constitute Secured Debt.

     For purposes of this definition, (a) Secured Debt registered in the name of, or beneficially owned by, any Issuer or any Affiliate thereof will be deemed not to be outstanding and (b) votes will be determined in accordance with the provisions of Section 7.2.

     “Secured Debt” means:

     (1) the Notes issued on the date hereof (including any related exchange notes); and

     (2) Indebtedness under any Credit Facility that is secured Equally and Ratably with the Notes by a Secured Debt Lien that was permitted to be incurred and so secured under each applicable Secured Debt Document;

provided, in the case of any Indebtedness referred to in clause (2) of this definition, that:

     (a) on or before the date on which such Indebtedness is incurred by any Issuer or any Guarantor, such Indebtedness is designated by the Issuers as “Secured Debt” for the purposes of the Secured Debt Documents in an Additional Secured Debt Designation executed and delivered in accordance with Section 3.8(a);

     (b) the Secured Debt Representative for such Indebtedness executes and delivers a Collateral Trust Joinder in accordance with Section 3.8(b); and

     (c) all other requirements set forth in Section 3.8 have been complied with.

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     “Secured Debt 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 (with or without the giving of notice or lapse of time, or both, and whether or not notice has been given or time has lapsed) to cause, the Secured Debt outstanding thereunder to become immediately due and payable.

     “Secured Debt Documents” means, collectively, the Note Documents and the indenture, credit agreement or other agreement governing each other Series of Secured Debt and the Security Documents.

     “Secured Debt Lien” means a Lien granted by a Security Document to the Collateral Trustee, at any time, upon any property of any Issuer or any Guarantor to secure Secured Debt Obligations.

     “Secured Debt Obligations” means Secured Debt and all other Obligations in respect thereof.

     “Secured Debt Representative” means:

     (1) in the case of the Notes, the Trustee; or

     (2) in the case of any other Series of Secured Debt, the trustee, agent or representative of the holders of such Series of Secured Debt who maintains the transfer register for such Series of Secured Debt and (A) is appointed as a Secured Debt Representative (for purposes related to the administration of the Security Documents) pursuant to the indenture, credit agreement or other agreement governing such Series of Secured Debt, together with its successors in such capacity and (B) that has executed a Collateral Trust Joinder.

     “Secured Parties” means the holders of Secured Debt Obligations and the Secured Debt Representatives.

     “Security Documents” means this Agreement, each Collateral Trust Joinder and all security agreements, pledge agreements, collateral assignments, mortgages, collateral agency agreements, control agreements, deeds of trust or other grants or transfers for security executed and delivered by any Issuer or any Guarantor creating (or purporting to create) a Lien upon Collateral in favor of the Collateral Trustee, for the benefit of the Secured Parties, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and Section 7.2.

     “Series of Secured Debt” means, severally, the Notes and each other issue or series of Secured Debt for which a single transfer register is maintained.

     “Trustee” has the meaning set forth in the recitals.

     “Trust Estate” has the meaning set forth in Section 2.1.

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     “UCC” means the Uniform Commercial Code as in effect in the State of New York or any other applicable jurisdiction.

     SECTION 1.2 Rules of Interpretation.

          (a) All terms used in this Agreement and not otherwise defined herein have the meanings assigned to them in the Indenture or the UCC, as applicable.

          (b) Unless otherwise indicated, any reference to any agreement or instrument will be deemed to include a reference to that agreement or instrument as assigned, amended, supplemented, amended and restated, or otherwise modified and in effect from time to time or replaced in accordance with the terms of this Agreement.

          (c) The use in this Agreement or any of the other Security Documents of the word “include” or “including,” when following any general statement, term or matter, will 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 nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but will 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 word “will” shall be construed to have the same meaning and effect as the word “shall.” The definitions set forth herein shall apply equally to both the singular and plural forms of the terms defined.

          (d) References to “Sections,” “clauses,” “recitals” and the “preamble” will be to Sections, clauses, recitals and the preamble, respectively, of this Agreement unless otherwise specifically provided. References to “Articles” will be to Articles of this Agreement unless otherwise specifically provided. References to “Exhibits” and “Schedules” will be to Exhibits and Schedules, respectively, to this Agreement unless otherwise specifically provided.

          (e) Notwithstanding anything to the contrary in this Agreement, any references contained herein to any section, clause, paragraph, definition or other provision of the Indenture (including any definition contained therein) shall be deemed to be a reference to such section, clause, paragraph, definition or other provision as in effect on the date of this Agreement; provided, that any reference to any such section, clause, paragraph or other provision shall refer to such section, clause, paragraph or other provision of the Indenture (including any definition contained therein) as amended or modified from time to time if such amendment or modification has been made in accordance with the Indenture.

          (f) This Agreement and the other Security Documents will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement or the other Security Documents.

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ARTICLE 2. THE TRUST ESTATE

     SECTION 2.1 Declaration of Trust.

     To secure the payment of the Secured Debt Obligations and in consideration of the mutual agreements set forth in this Agreement, each Issuer and each Guarantor hereby grants to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all present and future holders of Secured Debt Obligations, all of such Issuer’s or Guarantor’s right, title and interest in, to and under all Collateral granted to the Collateral Trustee under any Security Document for the benefit of the holders of Secured Debt Obligations, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Trust Estate”).

     The Collateral Trustee and its successors and assigns under this Agreement will hold the Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Secured Debt Obligations as security for the payment of all present and future Secured Debt Obligations.

     Notwithstanding the foregoing, if at any time:

     (1) all Liens securing the Secured Debt Obligations have been released as provided in Section 4.1;

     (2) the Collateral Trustee holds no other property in trust as part of the Trust Estate;

     (3) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and letters of credit that have been cash collateralized (at the lower of (A) 100% of the aggregate undrawn amount and (B) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Secured Debt Document) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity);

     (4) each Issuer delivers to the Collateral Trustee an Officer’s Certificate stating that all Secured Debt Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Secured Debt Documents and that the Issuers and Guarantors are not required by any Secured Debt Document to grant any Secured Debt Lien upon any property; and

     (5) all amounts due and owing to the Collateral Trustee have been paid in full,

then the trust arising hereunder will terminate, except that all provisions set forth in Sections 7.8 and 7.9 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms.

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     The parties further declare and covenant that the Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

     SECTION 2.2 Collateral Shared Equally and Ratably . The parties to this Agreement agree that the payment and satisfaction of all of the Secured Debt Obligations will be secured Equally and Ratably by the Liens established in favor of the Collateral Trustee for the benefit of the Secured Parties.

ARTICLE 3. OBLIGATIONS AND POWERS OF COLLATERAL TRUSTEE

     SECTION 3.1 Undertaking of the Collateral Trustee.

          (a) Each Secured Party acting through its Secured Debt Representative hereby appoints the Collateral Trustee to serve as collateral trustee hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, the Collateral Trustee is authorized to, as collateral trustee, for the benefit solely and exclusively of the present and future Secured Parties:

          (1) accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations under the Security Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents;

          (2) take all lawful and commercially reasonable actions permitted under the Security Documents that it may deem necessary or advisable to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies;

          (3) deliver and receive notices pursuant to the Security Documents;

          (4) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies;

          (5) remit as provided in Section 3.4 all cash proceeds received by the Collateral Trustee from the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents or any of its other interests, rights, powers or remedies;

          (6) execute and deliver amendments to the Security Documents as from time to time authorized pursuant to Section 7.1 accompanied by an Officer’s Certificate to the effect that the amendment was permitted under Section 7.1; and

          (7) release any Lien granted to it by any Security Document upon any Collateral if and as permitted and required by Section 4.1(b).

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          (b) Each party to this Agreement acknowledges and consents to the undertaking of the Collateral Trustee set forth in Section 3.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Trustee.

          (c) Notwithstanding anything to the contrary contained in this Agreement, the Collateral Trustee will not commence any exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing the Secured Debt Obligations) unless and until it shall have been directed by written notice of an Act of Required Debtholders and then only in accordance with the provisions of this Agreement and all applicable Gaming Laws.

          (d) Notwithstanding anything to the contrary contained in this Agreement, neither an Issuer nor any of its Affiliates may act as Collateral Trustee.

     SECTION 3.2 Release or Subordination of Liens. The Collateral Trustee will not release or subordinate any Lien of the Collateral Trustee or consent to the release or subordination of any Lien of the Collateral Trustee, except:

          (a) as directed by an Act of Required Debtholders accompanied by an Officer’s Certificate to the effect that the release or subordination was permitted by each applicable Secured Debt Document and all conditions precedent to such release or subordination have been satisfied;

          (b) as required by Article 4; or

          (c) as ordered pursuant to applicable law under a final and nonappealable order or judgment of a court of competent jurisdiction.

     SECTION 3.3 Enforcement of Liens. If the Collateral Trustee at any time receives written notice that any event has occurred that constitutes a Secured Debt Default entitling the Collateral Trustee to foreclose upon, collect or otherwise enforce its Liens hereunder, the Collateral Trustee will promptly deliver written notice thereof to the Trustee and each other Secured Debt Representative. Thereafter, the Collateral Trustee may await direction by an Act of Required Debtholders and will act, or decline to act, as directed by an Act of Required Debtholders, in the exercise and enforcement of the Collateral Trustee’s interests, rights, powers and remedies in respect of the Collateral or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Trustee will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Debtholders. Unless it has been directed to the contrary by an Act of Required Debtholders, the Collateral Trustee in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Document as it may deem advisable and in the best interest of the holders of Secured Debt Obligations.

     SECTION 3.4 Application of Proceeds.

          (a) The Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral in the following order of application:

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     FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and expenses and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Security Document, including but not limited to amounts reasonably necessary to provide for the expenses of the Collateral Trustee in maintaining and disposing of the Collateral (including, but not limited to, all amounts under Section 7.8 and all indemnification payments and reimbursements under Section 7.9);

     SECOND, to the repayment of Indebtedness and other Obligations, other than Secured Debt, secured by a Permitted Prior Lien on the Collateral sold or realized upon to the extent that such other Indebtedness or Obligation is to be discharged in connection with such sale;

     THIRD, Equally and Ratably, to the respective Secured Debt Representatives for application to the payment of all outstanding Secured Debt and any other Secured Debt Obligations that are then due and payable in such order as may be provided in the Secured Debt Documents in an amount sufficient to pay in full in cash all outstanding Secured Debt and all other Secured Debt Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Secured Debt Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 100% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Secured Debt Document) of all outstanding letters of credit, if any, constituting Secured Debt); and

     FOURTH, any surplus remaining after the payment in full in cash of amounts described in the preceding clauses will be paid to the applicable Issuer or the applicable Guarantor, as the case may be, its successors or assigns, or as a court of competent jurisdiction may direct.

          (b) This Section 3.4 is intended for the benefit of, and will be enforceable as a third-party beneficiary by, each present and future holder of Secured Debt Obligations, each present and future Secured Debt Representative and the Collateral Trustee as holder of Secured Debt Liens. The Secured Debt Representative of each future Series of Secured Debt will be required to deliver a Collateral Trust Joinder including a lien sharing and priority confirmation as provided in Section 3.8 at the time of incurrence of such Series of Secured Debt.

          (c) In connection with the application of proceeds pursuant to Section 3.4(a), except as otherwise directed by an Act of Required Debtholders, the Collateral Trustee may sell any non-cash proceeds for cash prior to the application of the proceeds thereof.

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     SECTION 3.5 Powers of the Collateral Trustee.

          (a) Each Secured Debt Representative and each holder of Secured Debt Obligations irrevocably authorizes and empowers the Collateral Trustee to enter into and perform its obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies under the Security Documents and applicable law and in equity and to act as set forth in this Article 3 or as requested in any lawful directions given to it from time to time in respect of any matter by an Act of Required Debtholders.

          (b) No Secured Debt Representative or holder of Secured Debt Obligations will have any liability whatsoever for any act or omission of the Collateral Trustee other than for acts or omissions at the direction of such Secured Debt Representative or holder of Secured Debt Obligations.

     SECTION 3.6 Documents and Communications. The Collateral Trustee will permit each Secured Debt Representative and each holder of Secured Debt Obligations upon reasonable written notice from time to time to inspect and copy, at the cost and expense of the party requesting such copies, any and all Security Documents and other documents, notices, certificates, instructions or communications received by the Collateral Trustee in its capacity as such.

     SECTION 3.7 For Sole and Exclusive Benefit of Holders of Secured Debt Obligations. The Collateral Trustee will accept, hold, administer and enforce all Liens on the Collateral at any time transferred or delivered to it and all other interests, rights, powers and remedies at any time granted to or enforceable by the Collateral Trustee and all other property of the Trust Estate solely and exclusively for the benefit of the present and future holders of present and future Secured Debt Obligations, and will distribute all proceeds received by it in realization thereon or from enforcement thereof solely and exclusively pursuant to the provisions of Section 3.4.

     SECTION 3.8 Additional Secured Debt.

          (a) The Collateral Trustee will, as collateral trustee, recognize a holder of Additional Secured Debt entitled to the benefits of holders of Secured Debt under this Agreement with respect to each holder of Secured Debt Obligations of a Series of Secured Debt that is issued or incurred after the date hereof that:

          (1) holds Secured Debt Obligations that are identified as Secured Debt in accordance with the procedures set forth in Section 3.8(b); and

          (2) executes, through its designated Secured Debt Representative identified pursuant to Section 3.8(b), a Collateral Trust Joinder and delivers the same to the Collateral Trustee.

          (b) The Issuers will be permitted to designate as an additional holder of Secured Debt Obligations hereunder each Person who is, or who becomes, the registered holder of Secured Debt incurred by any Issuer or any Guarantor after the date of this Agreement in accordance with the terms of all applicable Secured Debt Documents. The Issuers may only

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effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation stating that:

          (1) the applicable Issuer or Guarantor intends to incur additional Secured Debt (“Additional Secured Debt”) which will be Secured Debt permitted by each applicable Secured Debt Document to be secured by a Secured Debt Lien Equally and Ratably with all previously existing and future Secured Debt;

          (2) specifying the name and address of the Secured Debt Representative for such series of Additional Secured Debt for purposes of Section 7.6.

          (3) each Issuer and Guarantor has duly authorized, executed (if applicable) and filed, registered or recorded (or caused to be filed, registered or recorded) in each appropriate governmental office all relevant filings, registrations and recordations, if any, as are necessary to cause the Additional Secured Debt to be secured by the Collateral in accordance with the Security Documents;

          (4) attached as Exhibit 1 to such Additional Secured Debt Designation is a Reaffirmation Agreement duly executed by the Issuers and each Guarantor, which Reaffirmation Agreement shall be substantially in the form of Exhibit 1 to Exhibit A hereto; and

          (5) the Issuers have caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then-existing Secured Debt Representative.

Although the Issuers shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt if the other requirements of this Section 3.8 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any Issuer or any Guarantor to incur additional Indebtedness unless otherwise permitted by the terms of all applicable Secured Debt Documents. Liens upon the Collateral to secure Additional Secured Debt shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the Notes and all other Obligations in respect of the Notes; provided, that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the Notes and all other Obligations in respect of the Notes. Additional Secured Debt shall not be secured by Liens upon any Collateral to the extent that the Notes and all other Obligations in respect of the Notes are not also secured by Liens on such Collateral. Additional Secured Debt shall not be guaranteed by any Person unless such Person also executes a Note Guarantee.

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ARTICLE 4. OBLIGATIONS ENFORCEABLE BY THE ISSUERS AND THE GUARANTORS

     SECTION 4.1 Release of Liens on Collateral.

          (a) The Collateral Trustee’s Liens upon the Collateral will be released:

          (1) in whole, upon (A) payment in full and discharge of all outstanding Secured Debt and all other Secured Debt Obligations that are outstanding, due and payable at the time all of the Secured Debt is paid in full and discharged and (B) termination or expiration of all commitments to extend credit under all Secured Debt Documents and the cancellation or termination or cash collateralization (at the lower of (1) 100% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Secured Debt Documents) of all outstanding letters of credit issued pursuant to any Secured Debt Documents;

          (2) as to any Collateral that is sold, transferred or otherwise disposed of by any Issuer or any Guarantor to a Person that is not (either before or after such sale, transfer or disposition) an Issuer or a Guarantor in a transaction or other circumstance that is permitted by the Indenture and, if applicable, complies with Section 4.10 of the Indenture and is permitted by all of the other Secured Debt Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 5.01 of the Indenture;

          (3) as to a release of less than all or substantially all of the Collateral (other than pursuant to Section 4.1(a)(2)), if consent to the release of all Secured Debt Liens on such Collateral has been given by an Act of Required Debtholders; and

          (4) as to a release of all or substantially all of the Collateral (other than pursuant to Sections 4.1(a)(2) or (3)), if (A) consent to release of that Collateral has been given by the requisite percentage or number of holders of each Series of Secured Debt at the time outstanding as provided for in the applicable Secured Debt Documents and (B) the Issuers have delivered an Officer’s Certificate to the Collateral Trustee certifying that any such necessary consents have been obtained.

          (b) The Collateral Trustee agrees for the benefit of the Issuers and the Guarantors that if the Collateral Trustee at any time receives:

          (1) an Officer’s Certificate stating that (A) the signing officer has read Article 4 of this Agreement and understands the conditions, provisions and the definitions relating hereto, (B) such officer has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Secured Debt Documents, if any, relating to the release of the Collateral have been complied with and (C) in the opinion of such officer, such conditions precedent, if any, have been complied with;

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          (2) the proposed instrument or instruments releasing such Lien as to such property in recordable form, as applicable; and

          (3) the written confirmation of each Secured Debt Representative (such confirmation to be given following receipt of, and based solely on, the Officer’s Certificate described in clause (b)(1) above) that, in its view, such release is permitted by Section 4.1(a) and the respective Secured Debt Documents governing the Secured Debt Obligations the holders of which such Secured Debt Representative represents;

then the Collateral Trustee will execute (with such acknowledgements and/or notarizations as are required) and deliver such release to the applicable Issuer or Guarantor on or before the later of (x) the date specified in such request for such release and (y) the fifth Business Day after the date of receipt of the items required by this Section 4.1(b) by the Collateral Trustee. The Collateral Trustee shall be entitled to condition the execution and delivery of any such release documents in connection with any release pursuant to Section 4.1(a) hereof upon the prior payment in full of all amounts due and owing to the Collateral Trustee hereunder at the time of such release.

          (c) The Collateral Trustee hereby agrees that:

          (1) in the case of any release pursuant to clause (2) of Section 4.1(a), if the terms of any such sale, transfer or other disposition require the payment of the purchase price to be contemporaneous with the delivery of the applicable release, then, at the written request of and at the expense of the applicable Issuer or Guarantor, the Collateral Trustee or an agent appointed by it will either (A) be present at and deliver the release at the closing of such transaction or (B) deliver the release under customary escrow arrangements that permit such contemporaneous payment and delivery of the release; and

          (2) at any time when a Secured Debt Default under a Series of Secured Debt has occurred and is continuing, within one Business Day of the receipt by it of any Act of Required Debtholders, the Collateral Trustee will deliver a copy of such Act of Required Debtholders to each Secured Debt Representative.

          (d) Each Secured Debt Representative hereby agrees that:

          (1) as soon as reasonably practicable after receipt of an Officer’s Certificate from the Issuers pursuant to Section 4.1(b)(1) it will, to the extent required by such Section, either provide (A) the written confirmation required by Section 4.1(b)(3), (B) a written statement that such release is not permitted by Section 4.1(a) or (C) a request for further information from the Issuers reasonably necessary to determine whether the proposed release is permitted by Section 4.1(a) and after receipt of such information such Secured Debt Representative will as soon as reasonably practicable either provide the written confirmation or statement required pursuant to clause (A) or (B), as applicable; and

          (2) if required by the Secured Debt Documents applicable to such Secured Debt Representative, within one Business Day of the receipt by it of any notice from the Collateral Trustee pursuant to Section 4.1(c)(2), such Secured Debt

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Representative will deliver a copy of such notice to each registered holder of the Series of Secured Debt for which it acts as Secured Debt Representative.

     SECTION 4.2 Delivery of Copies to Secured Debt Representatives. The Issuers will deliver to each Secured Debt Representative a copy of each Officer’s Certificate delivered to the Collateral Trustee pursuant to Section 4.1(b), together with copies of all documents delivered to the Collateral Trustee with such Officer’s Certificate. The Secured Debt Representatives will not be obligated to take notice thereof or to act thereon, subject to the requirements of the Secured Debt Documents applicable to such Secured Debt Representative and to Section 4.1(d).

     SECTION 4.3 Collateral Trustee not Required to Serve, File or Record. The Collateral Trustee is not required to prepare, serve, file, register or record any instrument releasing or subordinating its Liens on any Collateral; provided, however, that if any Issuer or any Guarantor shall make a written demand for a termination statement under Section 9-513(c) of the UCC, the Collateral Trustee shall comply with the written request of such Issuer or Guarantor to comply with the requirements of such UCC provision; provided, further, that the Collateral Trustee must first confirm with the Secured Debt Representatives that the requirements of such UCC provisions have been satisfied (and the Secured Debt Representatives shall promptly provide such confirmation in the event that the requirements of such UCC provisions have been satisfied).

     SECTION 4.4 Release of Liens in Respect of Notes. The Collateral Trustee’s Secured Debt Lien will no longer secure the Notes outstanding under the Indenture or any other Obligations under the Indenture, and the right of the holders of the Notes and such Obligations to the benefits and proceeds of the Collateral Trustee’s Secured Debt Lien on the Collateral will terminate and be discharged:

     (1) upon satisfaction and discharge of the Indenture as set forth under Article 11 of the Indenture;

     (2) upon a Legal Defeasance or Covenant Defeasance of the Notes as set forth under Article 8 of the Indenture;

     (3) upon payment in full and discharge of all Notes outstanding under the Indenture and all Obligations that are outstanding, due and payable under the Indenture at the time the Notes are paid in full and discharged; or

     (4) in whole or in part, with the consent of the holders of the requisite percentage of Notes in accordance with Article 9 of the Indenture.

ARTICLE 5. IMMUNITIES OF THE COLLATERAL TRUSTEE

     SECTION 5.1 No Implied Duty. The Collateral Trustee will not have any fiduciary duties to any of the parties to this Agreement, any Secured Party or any other Person nor will it have responsibilities or obligations other than those expressly assumed by it in this Agreement and the other Security Documents. The Collateral Trustee will not be required to take any action that is contrary to applicable law or any provision of this Agreement or the other Security Documents.

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     SECTION 5.2 Appointment of Agents and Advisors. The Collateral Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, accountants, appraisers or other experts or advisors as it may reasonably require and will not be responsible for any misconduct or negligence on the part of any of them selected in good faith and without gross negligence.

     SECTION 5.3 Other Agreements. The Collateral Trustee has been directed to accept and is bound by the Security Documents executed by the Collateral Trustee as of the date of this Agreement and, as directed by an Act of Required Debtholders, the Collateral Trustee shall execute additional Security Documents delivered to it after the date of this Agreement; provided, however, that such additional Security Documents do not adversely affect the rights, privileges, benefits and immunities of the Collateral Trustee. The Collateral Trustee will not otherwise be bound by, or be held obligated by, the provisions of any credit agreement, indenture or other agreement governing Secured Debt (other than this Agreement and the other Security Documents).

     SECTION 5.4 Solicitation of Instructions.

          (a) The Collateral Trustee may at any time solicit written confirmatory instructions, in the form of an Act of Required Debtholders, an Officer’s Certificate, an opinion of counsel or an order of a court of competent jurisdiction, as to any discretionary action that it may be requested to take, or that it may propose to take, in the performance of any of its obligations under this Agreement or the other Security Documents.

          (b) No written direction given to the Collateral Trustee by an Act of Required Debtholders that in the sole judgment of the Collateral Trustee imposes, purports to impose or might reasonably be expected to impose upon the Collateral Trustee any obligation or liability not set forth in or arising under this Agreement and the other Security Documents will be binding upon the Collateral Trustee unless the Collateral Trustee elects, at its sole option, to accept such direction.

     SECTION 5.5 Limitation of Liability. The Collateral Trustee will not be responsible or liable for any action taken or omitted to be taken by it hereunder or under any other Security Document, except for its own gross negligence, bad faith or willful misconduct.

     SECTION 5.6 Documents in Satisfactory Form. The Collateral Trustee will be entitled to require that all agreements, certificates, opinions, instruments and other documents at any time submitted to it, including those expressly provided for in this Agreement, be delivered to it in a form that meets on its face the requirements of this Agreement.

     SECTION 5.7 Entitled to Rely. The Collateral Trustee may seek and rely upon, and shall be fully protected in relying upon, any judicial order or judgment, upon any advice, opinion or statement of legal counsel, independent consultants and other experts selected by it in good faith and upon any certification, instruction, direction, notice or other writing delivered to it by any Issuer or any Guarantor (with a certification that such statement is made in compliance with the provisions of this Agreement) or delivered to it by any Secured Debt Representative as to the holders of Secured Debt Obligations for whom it acts, without being required to determine the

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authenticity thereof or the correctness of any fact stated therein or the propriety or validity of service thereof. The Collateral Trustee may act in reliance upon any instrument comporting with the provisions of this Agreement or any signature reasonably believed by it to be genuine and may assume that any Person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof or the other Security Documents has been duly authorized to do so. To the extent an Officer’s Certificate or opinion of counsel is required or permitted under this Agreement to be delivered to the Collateral Trustee in respect of any matter, the Collateral Trustee may rely conclusively on Officer’s Certificate or opinion of counsel as to such matter and such Officer’s Certificate or opinion of counsel shall be full warranty and protection to the Collateral Trustee for any action taken, suffered or omitted by it under the provisions of this Agreement and the other Security Documents.

     SECTION 5.8 Secured Debt Default. The Collateral Trustee will not be required to inquire as to the occurrence or absence of any default or Secured Debt Default and will not be deemed to have knowledge of or affected by or required to act upon any notice or knowledge as to the occurrence of any default or Secured Debt Default unless and until it is directed by an Act of Required Debtholders.

     SECTION 5.9 Actions by Collateral Trustee. As to any matter not expressly provided for by this Agreement or the other Security Documents, the Collateral Trustee will act or refrain from acting as directed by an Act of Required Debtholders and will be fully protected if it does so, and any action taken, suffered or omitted pursuant to hereto or thereto shall be binding on the holders of Secured Debt Obligations. The Collateral Trustee shall have no duty or responsibility to see to or monitor the performance of the Issuers and the Guarantors under the Security Documents.

     SECTION 5.10 Security or Indemnity in favor of the Collateral Trustee. The Collateral Trustee will not be required to advance or expend any funds or otherwise incur any financial liability in the performance of its duties or the exercise of its powers or rights hereunder unless it has been provided with security or indemnity reasonably satisfactory to it against any and all liability or expense which may be incurred by it by reason of taking or continuing to take such action. The Collateral Trustee shall be under no obligation to exercise any of the powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Required Debtholders or Secured Debt Representatives pursuant to the provisions of this Agreement, unless such Required Debtholders or Secured Debt Representatives shall have offered to the Collateral Trustee security or indemnity reasonably satisfactory to the Collateral Trustee against the costs, expenses and liabilities which may be incurred therein or thereby.

     SECTION 5.11 Rights of the Collateral Trustee. In the event of any conflict between any terms and provisions set forth in this Agreement and those set forth in any other Security Document, the terms and provisions of this Agreement shall supersede and control the terms and provisions of such other Security Document. In the event there is any bona fide, good faith disagreement between the other parties to this Agreement or any of the other Security Documents resulting in adverse claims being made in connection with Collateral held by the Collateral Trustee and the terms of this Agreement or any of the other Security Documents do not unambiguously mandate the action the Collateral Trustee is to take or not to take in

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connection therewith under the circumstances then existing, or the Collateral Trustee is in doubt as to what action it is required to take or not to take hereunder or under the other Security Documents, it will be entitled to refrain from taking any action (and will incur no liability for doing so) until directed otherwise in writing by a request signed jointly by the parties hereto entitled to give such direction or by order of a court of competent jurisdiction.

     SECTION 5.12 Limitations on Duty of Collateral Trustee in Respect of Collateral.

          (a) Beyond the exercise of reasonable care in the custody of Collateral in its possession, the Collateral Trustee will have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Trustee will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral. The Collateral Trustee will be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, and the Collateral Trustee will not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Trustee in good faith.

          (b) The Collateral Trustee will not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Collateral Trustee, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any Issuer or any Guarantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Collateral Trustee hereby disclaims any representation or warranty to the present and future holders of the Secured Debt Obligations concerning the perfection of the Liens granted hereunder or in the value of any of the Collateral.

     SECTION 5.13 Assumption of Rights, Not Assumption of Duties. Notwithstanding anything to the contrary contained herein:

     (1) each of the parties under each of the Security Documents will remain liable under each such Security Document (other than this Agreement) to the extent set forth therein to perform all of their respective duties and obligations thereunder to the same extent as if this Agreement had not be executed;

     (2) the exercise by the Collateral Trustee of any of its rights, remedies or powers hereunder will not release such parties from any of their respective duties or obligations under the other Security Documents; and

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     (3) the Collateral Trustee will not be obligated to perform any of the obligations or duties of any of the parties thereunder other than the Collateral Trustee.

     SECTION 5.14 No Liability for Clean Up of Hazardous Materials. As of the date hereof, to the best of the knowledge of the Issuers and the Guarantors, (i) there are no Hazardous Materials at the Mortgaged Premises, except those that are in compliance with Environmental Law, (ii) there have been no Releases of Hazardous Materials at the Mortgaged Premises, other than those that are in compliance with Environmental Law or that have been remedied in compliance with Environmental Law or (iii) there are no outstanding Environmental Claims by any third party or any governmental authority with respect to the Issuers, the Guarantors or the Mortgaged Premises. In the event that the Collateral Trustee is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Collateral Trustee’s sole discretion may cause the Collateral Trustee to be considered an “owner or operator” under any Environmental Laws or otherwise cause the Collateral Trustee to incur, or be exposed to, any Environmental Liability or any liability under any other federal, state or local law, the Collateral Trustee reserves the right, instead of taking such action, either to resign as Collateral Trustee or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Collateral Trustee will not be liable to any Person for any Environmental Liability or any Environmental Claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Trustee’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any Hazardous Materials into the environment.

ARTICLE 6. RESIGNATION AND REMOVAL OF THE COLLATERAL TRUSTEE

     SECTION 6.1 Resignation or Removal of Collateral Trustee. Subject to the appointment of a successor Collateral Trustee as provided in Section 6.2 and the acceptance of such appointment by the successor Collateral Trustee:

          (a) the Collateral Trustee may resign at any time by giving not less than 30 days’ notice of resignation to each Secured Debt Representative and the Issuers;

          (b) the Collateral Trustee may be removed by an Act of Required Debtholders if the Collateral Trustee becomes subject to an Insolvency or Liquidation Proceeding or in the event of a breach or failure to perform by the Collateral Trustee of its obligations under this Agreement or any of the other Security Documents; and

          (c) the Collateral Trustee may be removed by the Issuers, if no Secured Debt Default has occurred and is continuing, in the event of a breach or failure to perform by the Collateral Trustee of its obligations under this Agreement or any of the other Security Documents.

     SECTION 6.2 Appointment of Successor Collateral Trustee. Upon any such resignation or removal, a successor Collateral Trustee may be appointed by an Act of Required Debtholders, in consultation with the Issuers. If no successor Collateral Trustee has been so appointed and accepted such appointment within 30 days after the predecessor Collateral Trustee

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gave notice of resignation or was removed, the retiring Collateral Trustee may (at the expense of the Issuers), at its option, appoint a successor Collateral Trustee, or petition a court of competent jurisdiction for appointment of a successor Collateral Trustee, which must be a bank or trust company:

     (1) authorized to exercise corporate trust powers;

     (2) having a combined capital and surplus of at least $500,000,000; and

     (3) maintaining an office in New York, New York.

     The Collateral Trustee will fulfill its obligations hereunder until a successor Collateral Trustee meeting the requirements of this Section 6.2 has accepted its appointment as Collateral Trustee and the provisions of Section 6.3 have been satisfied. The fees payable by the Issuers to any replacement or successor Collateral Trustee shall be no more than the fees payable to the predecessor Collateral Trustee unless otherwise agreed to by the Issuers and such replacement or successor Collateral Trustee.

     SECTION 6.3 Succession. When the Person so appointed as successor Collateral Trustee accepts such appointment:

     (1) such Person will succeed to and become vested with all the rights, powers, privileges and duties of the predecessor Collateral Trustee, and the predecessor Collateral Trustee will be discharged from its duties and obligations hereunder; and

     (2) the predecessor Collateral Trustee will (at the expense of the Issuers) promptly transfer all Liens and collateral security and other property of the Trust Estate within its possession or control to the possession or control of the successor Collateral Trustee and will execute instruments and assignments as may be necessary or desirable or reasonably requested by the successor Collateral Trustee to transfer to the successor Collateral Trustee all Liens, interests, rights, powers and remedies of the predecessor Collateral Trustee in respect of the Security Documents or the Trust Estate.

Thereafter the predecessor Collateral Trustee will remain entitled to enforce the immunities granted to it in Article 5 and the provisions of Sections 7.8 and 7.9.

     SECTION 6.4 Merger, Conversion or Consolidation of Collateral Trustee. Any Person into which the Collateral Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Collateral Trustee shall be a party, or any Person succeeding to the business of the Collateral Trustee shall be the successor of the Collateral Trustee pursuant to Section 6.3, provided that (i) without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto, except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding, such Person satisfies the eligibility requirements specified in clauses (1) through (4) of Section 6.2 and (ii) prior to any such merger, conversion or consolidation, the Collateral Trustee shall have notified the Issuers and each Secured Debt Representative thereof in writing.

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ARTICLE 7. MISCELLANEOUS PROVISIONS

     SECTION 7.1 Amendment.

          (a) No amendment or supplement to the provisions of any Security Document will be effective without the approval of the Collateral Trustee acting as directed by an Act of Required Debtholders, except that:

          (1) any amendment or supplement that has the effect solely of (a) adding or maintaining Collateral, securing additional Secured Debt that was otherwise permitted by the terms of the Secured Debt Documents to be secured by the Collateral or preserving, perfecting or establishing the priority of the Liens thereon or the rights of the Collateral Trustee therein; (b) curing any ambiguity, omission, mistake, defect or inconsistency; (c) providing for the assumption of any Issuer’s or any Guarantor’s obligations under any Secured Debt Document in the case of a merger or consolidation or sale of all or substantially all of the assets of such Issuer or Guarantor to the extent permitted by the terms of the Indenture and the other Secured Debt Documents, as applicable; or (d) making any change that would provide any additional rights or benefits to the Secured Parties or the Collateral Trustee or that does not adversely affect the legal rights under the Indenture or any other Secured Debt Document of any holder of Notes, any other Secured Party or the Collateral Trustee, will, in each case, become effective when executed and delivered by the applicable Issuer or Guarantor party thereto and the Collateral Trustee;

          (2) no amendment or supplement that reduces, impairs or adversely affects the right of any holder of Secured Debt Obligations:

          (A) to vote its outstanding Secured Debt as to any matter described as subject to an Act of Required Debtholders (or amends the provisions of this clause (2) or the definition of “Act of Required Debtholders”),

          (B) to share in the order of application described in Section 3.4 in the proceeds of enforcement of or realization on any Collateral that has not been released in accordance with the provisions described in Section 4.1, or

          (C) to require that Liens securing Secured Debt Obligations be released only as set forth in the provisions described in Section 4.1,

will become effective without the consent of the requisite percentage or number of holders of each Series of Secured Debt so affected under the applicable Secured Debt Documents;

          (3) no amendment or supplement that imposes any obligation upon the Collateral Trustee or any Secured Debt Representative or adversely affects the rights of the Collateral Trustee or any Secured Debt Representative, respectively, in its capacity as such will become effective without the consent of the Collateral Trustee or such Secured Debt Representative, respectively; and

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          (4) (A) any amendment or supplement to the provisions of the Security Documents that releases Collateral will be effective only in accordance with the requirements set forth in the applicable Secured Debt Documents referenced above in Section 4.1 and (B) any amendment or supplement that results in the Collateral Trustee’s Liens upon the Collateral no longer securing the Notes and the other Obligations under the Indenture may only be effected in accordance with the provisions described above in Section 4.4.

          (b) The Collateral Trustee will not be required to enter into any amendment or supplement unless, if requested by the Collateral Trustee, it has received either or both of (i) an Officer’s Certificate to the effect that such amendment or supplement will not result in a breach of any provision or covenant contained in any of the Secured Debt Documents and/or (ii) an opinion of Issuers’ counsel to the effect that all conditions precedent hereunder to such amendment or supplement have been satisfied, which opinion of counsel may be subject to customary assumptions and exclusions and may based on an officer’s certificate with respect to factual matters. Prior to executing any amendment or supplement pursuant to this Section 7.1 in connection with the addition of Collateral, the Collateral Trustee will be entitled to receive an opinion of counsel to the Issuers addressing customary creation and perfection matters with respect to such additional Collateral (which opinion may be subject to customary assumptions and qualifications).

          (c) The holders of Secured Debt Obligations and the Secured Debt Representatives agree that each Security Document that secures Secured Debt Obligations will include the following (or substantially similar) language:

     “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, dated as of August 14, 2009, among American Casino & Entertainment Properties LLC, ACEP Finance Corp., the Guarantors from time to time party thereto, The Bank of New York Mellon, as Trustee under the Indenture (as defined therein), and The Bank of New York Mellon, as Collateral Trustee (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, 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.”

; provided, however, that if the jurisdiction in which any such Secured Debt Document will be filed prohibits the inclusion of the language above or would prevent a document containing such language from being recorded, the Secured Debt Representatives agree, prior to such Secured Debt Document being entered into, to negotiate in good faith replacement language stating that the lien and security interest granted under such Secured Debt Document is subject to the provisions of this Agreement; and provided, further, however, that in any Secured Debt Document to which a party other than any Issuer, any Guarantor or the Collateral Trustee is a party, such language may be modified to provide that the Collateral Trust Agreement governs as among the Issuers, the Guarantors and the Collateral Trustee.

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     SECTION 7.2 Voting. In connection with any matter under this Agreement requiring a vote of holders of Secured Debt, each Series of Secured Debt will cast its votes in accordance with the Secured Debt Documents governing such Series of Secured Debt. The amount of Secured Debt to be voted by a Series of Secured Debt will equal (1) the aggregate principal amount of Secured Debt held by such Series of Secured Debt (including outstanding letters of credit whether or not then available or drawn), plus (2) other than in connection with an exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, would constitute Indebtedness of such Series of Secured Debt. Following and in accordance with the outcome of the applicable vote under its Secured Debt Documents, the Secured Debt Representative of each Series of Secured Debt will cast all of its votes under that Series of Secured Debt as a block in respect of any vote under this Agreement.

     SECTION 7.3 Further Assurances; Insurance; Access; Right of Inspection.

          (a) The Issuers and the Guarantors will do or cause to be done all acts and things that may be required, or that the Collateral Trustee (acting at the direction of the Required Debtholders) from time to time may reasonably request, to assure and confirm that the Collateral Trustee holds, for the benefit of the holders of Secured Debt Obligations, duly created and enforceable and perfected Liens upon the Collateral (including any property or assets that are acquired or otherwise become Collateral after the date hereof), in each case as contemplated by, and with the Lien priority required under, the Secured Debt Documents. In furtherance of the foregoing, concurrently with the acquisition by the Issuers or any Guarantor of any assets or property that has a Fair Market Value in excess of $2,500,000 individually or $5,000,000 in a series of one or more related transactions, to the extent that the foregoing do not constitute Excluded Assets (as defined in the Pledge and Security Agreement dated as of the date hereof among the Issuers, the Guarantors and the Collateral Trustee) and subject to the approval by Gaming Authorities or to the extent not prohibited by applicable Gaming Laws, the Issuers shall, or shall cause the applicable Guarantor to:

          (1) in the case of personal property, execute and deliver to the Collateral Trustee for the benefit of the holders such Uniform Commercial Code financing statements or take such other actions as shall be necessary or (in the reasonable opinion of the Collateral Trustee) desirable to perfect and protect the Collateral Trustee’s security interest in such assets or property for the benefit of the present and future holders of the Secured Debt Obligations;

          (2) in the case of real property, execute and deliver to the Collateral Trustee;

          (a) a deed of trust or a leasehold deed of trust, as appropriate, substantially in the form of the deeds of trust or leasehold deeds of trust, as appropriate, executed in connection with the Liens on the Properties (with such modifications as are necessary to comply with applicable law) that secure the Guarantees;

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          (b) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property; and

          (c) a then current survey of such real property and flood certifications, substantially similar to the surveys delivered to the Collateral Trustee in connection with this Indenture; and

          (3) to the extent that the assets or property being made subject to security is not of a type covered by existing Security Documents, promptly deliver to the Collateral Trustee opinions of counsel, subject to customary assumptions and exclusions, if any, relating to the creation and perfection of security interests relating to such assets or property;

     provided, however, that the Issuers and the Guarantors will not be required to provide a security interest in any assets or property that are permitted to secure certain other obligations as provided for in the Indenture. If the granting of such a security interest in such property to the Collateral Trustee requires the consent of a third party, the Issuers will use commercially reasonable efforts to obtain such consent.

          (b) Upon the reasonable request of the Collateral Trustee (acting at the direction of the Required Debtholders) or any Secured Debt Representative at any time and from time to time, the Issuers and the Guarantors will promptly execute, acknowledge and deliver such security documents, instruments, certificates, notices and other documents, and take such other actions as may be reasonably required, or that the Collateral Trustee (acting at the direction of the Required Debtholders) may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Secured Debt Documents for the benefit of holders of Secured Debt Obligations.

          (c) The Issuers and the Guarantors will:

          (1) keep their properties adequately insured at all times by reputable insurers;

          (2) maintain such other insurance, to such extent and against such risks (and with such deductibles, retentions and exclusions), including fire and other risks insured against by extended coverage and coverage for acts of terrorism, as is customary with companies in the same or similar businesses operating in the same or similar locations;

          (3) maintain such other insurance as may be required by applicable law;

          (4) obtain title insurance on all real property Collateral insuring the Collateral Trustee’s Lien on that property (and naming the Collateral Trustee as loss payee for the benefit of the present and future holders of the Secured Debt Obligations), subject only to Permitted Liens; and

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          (5) maintain such other insurance as may be required by the Secured Debt Documents, if any.

          (d) Upon the request of the Collateral Trustee (acting at the direction of the Required Debtholders or a Secured Debt Representative), the Issuers and the Guarantors will furnish to the Collateral Trustee information as to the identity and credit ratings of their property, liability and casualty insurance carriers; provided that the Collateral Trustee shall have no obligation or responsibility to monitor such insurance carriers.

          (e) All insurance policies required by Section 7.3(c) (except for insurance policies required by Section 7.3(c)(4)) will:

          (1) provide that, with respect to third party liability insurance, the holders of Secured Debt Obligations, as a class, shall be named as additional insureds, with a waiver of subrogation;

          (2) name the Collateral Trustee as a loss payee with respect to property insurance and additional insured with respect to third party liability insurance;

          (3) provide that the Collateral Trustee be given notice of any cancellation or termination of such insurance and further provide that no such cancellation or termination of such insurance shall be effective until 30 days after written notice is given by the insurers to the Collateral Trustee of such cancellation or termination; and

          (4) waive all claims for insurance premiums or commissions or additional premiums or assessments against the Secured Parties.

          (f) The Collateral Trustee shall, upon reasonable notice, have reasonable access, during normal business hours and in a manner that does not interfere with the Issuers’ and the Guarantors’ business, to the books, correspondence and records of the Issuers and the Guarantors, and the Collateral Trustee and its representatives may examine the same, take extracts therefrom and make photocopies thereof, and the Issuers and the Guarantors agree to render to the Collateral Trustee, at such Issuer’s or Guarantor’s reasonable cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto; provided, however, that notwithstanding the foregoing, the Issuer and the Guarantors shall not be required to (i) permit any inspection, or to disclose any information, that in its reasonable business judgment would result in the disclosure of any trade secret or violate any obligations it may have to third parties with respect to confidentiality or (ii) disclose any information which is subject to the attorney-client privilege. The Collateral Trustee and its representatives shall, upon reasonable notice, also have the right to enter any premises of the Issuers and the Guarantors, during normal business hours and in a manner that does not interfere with the Issuers’ and the Guarantors’ business, and inspect any property of the Issuers and the Guarantors where any of the Collateral of the Issuers and the Guarantors granted pursuant to any Security Document is located for the purpose of inspecting the same, observing its use or otherwise protecting its interests therein.

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     SECTION 7.4 Successors and Assigns.

          (a) Except as provided in Section 5.2, the Collateral Trustee may not, in its capacity as such, delegate any of its duties or assign any of its rights hereunder, and any attempted delegation or assignment of any such duties or rights will be null and void. All obligations of the Collateral Trustee hereunder will inure to the sole and exclusive benefit of, and be enforceable by, each Secured Debt Representative and each present and future holder of Secured Debt Obligations, each of whom will be entitled to enforce this Agreement as a third-party beneficiary hereof, and all of their respective successors and assigns.

          (b) Neither any Issuer nor any Guarantor may delegate any of its duties or assign any of its rights hereunder, and any attempted delegation or assignment of any such duties or rights will be null and void. All obligations of the Issuers and the Guarantors hereunder will inure to the sole and exclusive benefit of, and be enforceable by, the Collateral Trustee, each Secured Debt Representative and each present and future holder of Secured Debt Obligations, each of whom will be entitled to enforce this Agreement as a third-party beneficiary hereof, and all of their respective successors and assigns.

     SECTION 7.5 Delay and Waiver. No failure to exercise, no course of dealing with respect to the exercise of, and no delay in exercising, any right, power or remedy arising under this Agreement or any of the other Security Documents will impair any such right, power or remedy or operate as a waiver thereof. No single or partial exercise of any such right, power or remedy will preclude any other or future exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

     SECTION 7.6 Notices. Any communications, including notices and instructions, between the parties hereto or notices provided herein to be given may be given to the following addresses:

If to the Collateral Trustee:	The Bank of New York Mellon
	101 Barclay — 4 East
	New York, New York 10286
	Attention: Anthony Bausa, GS-ACEP
	Telephone: (212) 815-5432
	Fax: (212) 815-5917
If to an Issuer or Guarantor:	c/o American Casino & Entertainment
	Properties LLC
	200 Las Vegas Boulevard South
	Las Vegas, Nevada 89104
	Attention: General Counsel
	Telephone: (702) 380-7632
	Fax: (702) 383-5346
	with copies to:

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	Whitehall Street Global Real Estate
	Limited Partnership 2007
	c/o Goldman, Sachs & Co.
	85 Broad Street
	New York, New York 10004
	Attention: Whitehall Chief Financial Officer
	Telephone: (212) 902-1000
	Fax: (212) 357-5505
	Sullivan & Cromwell LLP
	125 Broad Street
	New York, New York 10004
	Attention: Anthony J. Colletta, Esq. and
	Neal McKnight, Esq.
	Telephone: (212) 558-4000
	Fax: (212) 558-3588
If to the Trustee:	The Bank of New York Mellon
	101 Barclay – 4 East
	New York, New York 10286
	Attention: Anthony Bausa, GS-ACEP
	Telephone: (212) 815-5432
	Fax: (212) 815-5917

and if to any other Secured Debt Representative, to such address as it may specify by written notice to the parties named above.

     All notices and communications will be delivered in Person or by facsimile transmission or be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery, to the relevant address set forth above or, as to holders of Secured Debt, its address shown on the register kept by the office or agency where the relevant Secured Debt may be presented for registration of transfer or for exchange. To the extent applicable, any notice or communication will also be so mailed to any Person described in § 313(c) of the Trust Indenture Act of 1939, as amended, to the extent required thereunder. Failure to mail a notice or communication to a holder of Secured Debt or any defect in it will not affect its sufficiency with respect to other holders of Secured Debt.

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

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     SECTION 7.7 Entire Agreement. This Agreement states the complete agreement of the parties relating to the undertaking of the Collateral Trustee set forth herein and supersedes all oral negotiations and prior writings in respect of such undertaking.

     SECTION 7.8 Compensation; Expenses. The Issuers and the Guarantors jointly and severally agree to pay, promptly upon demand:

     (1) such compensation to the Collateral Trustee and its agents as the Issuers and the Collateral Trustee may agree in writing from time to time;

     (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the enforcement of this Agreement or any other Security Document or in the preparation, execution and delivery of any consent, amendment, waiver or other modification relating hereto or thereto;

     (3) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants, auction agents or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Secured Debt Representative incurred in connection with the administration, performance or enforcement of this Agreement and the other Security Documents or with the preparation, execution and delivery of any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by any Issuer or any Guarantor;

     (4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums;

     (5) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the enforcement of the Security Documents and with the preparation, execution and delivery of any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and

     (6) after the occurrence of any Secured Debt Default, all costs and expenses incurred by the Collateral Trustee, its agents and any Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Secured Debt Obligations or the proof, protection, administration or resolution of any claim based upon the Secured Debt Obligations in any Insolvency or Liquidation Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee, its agents or the Secured Debt Representatives.

The agreements in this Section 7.8 will survive repayment of all other Secured Debt Obligations and the removal or resignation of the Collateral Trustee.

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     SECTION 7.9 Indemnity.

          (a) The Issuers and the Guarantors jointly and severally agree to defend, indemnify, pay and hold harmless the Collateral Trustee, each Secured Debt Representative and each of their respective Affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, and (in each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”) from and against any and all Indemnified Liabilities; provided that no Indemnitee will be entitled to indemnification hereunder to the extent attributable to the gross negligence or willful misconduct of such Indemnitee.

          (b) All amounts due under this Section 7.9 will be payable upon demand.

          (c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 7.9(a) may be unenforceable in whole or in part because they violate any law or public policy, each Issuer and each Guarantor will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.

          (d) No Issuer or Guarantor will ever assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages arising out of, in connection with, or as a result of, this Agreement or any other Secured Debt Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Liability, and each Issuer and Guarantor hereby forever waives, releases and agrees not to sue upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

          (e) The agreements in this Section 7.9 will survive repayment of all other Secured Debt Obligations and the removal or resignation of the Collateral Trustee.

     SECTION 7.10 Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any respect or in any jurisdiction, the validity, legality and enforceability of such provision in all other respects and of all remaining provisions, and of such provision in all other jurisdictions, will not in any way be affected or impaired thereby.

     SECTION 7.11 Headings. Section headings herein have been inserted for convenience of reference only, are not to be considered a part of this Agreement and will in no way modify or restrict any of the terms or provisions hereof.

     SECTION 7.12 Obligations Secured. All obligations of the Issuers and the Guarantors set forth in or arising under this Agreement will be Secured Debt Obligations and are secured by all Liens granted by the Security Documents.

     SECTION 7.13 Governing Law. EXCEPT WITH RESPECT TO GAMING LAWS, AS APPLICABLE, THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT WITHOUT GIVING

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EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     SECTION 7.14 Consent to Jurisdiction. All judicial proceedings brought against any party hereto arising out of or relating to this Agreement or any of the other Security Documents shall be brought in any state or federal court of competent jurisdiction in the State, County and City of New York; provided, that the Collateral Trustee and the Secured Parties retain the right to bring proceedings against any Issuer or any Guarantor in the courts of any other jurisdiction in connection with the exercise of any rights under any Security Document or the enforcement of any judgment. By executing and delivering this Agreement, each Issuer and Guarantor, for itself and in connection with its properties, irrevocably:

     (1) accepts generally and unconditionally the jurisdiction and venue of such courts;

     (2) waives any defense of forum non conveniens;

     (3) agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to such party at its address provided in accordance with Section 7.6;

     (4) agrees that service as provided in clause (3) above is sufficient to confer personal jurisdiction over such party in any such proceeding in any such court and otherwise constitutes effective and binding service in every respect; and

     (5) agrees each party hereto retains the right to serve process in any other manner permitted by law.

     SECTION 7.15 Waiver of Jury Trial. Each party to this Agreement waives its rights to a jury trial of any claim or cause of action based upon or arising under this Agreement or any of the other Security Documents or any dealings between them relating to the subject matter of this Agreement or the intents and purposes of the other Security Documents. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this Agreement and the other Security Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Each party to this Agreement acknowledges that this waiver is a material inducement to enter into a business relationship, that each party hereto has already relied on this waiver in entering into this Agreement, and that each party hereto will continue to rely on this waiver in its related future dealings. Each party hereto further warrants and represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. This waiver is irrevocable, meaning that it may not be modified either orally or in writing (other than by a mutual written waiver specifically referring to this Section 7.15 and executed by each of the parties hereto), and this waiver will apply to any subsequent amendments, renewals, supplements or modifications of or to this Agreement or any of the other Security Documents or to any other documents or

32

agreements relating thereto. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

     SECTION 7.16 Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile), each of which when so executed and delivered will be deemed an original, but all such counterparts together will constitute but one and the same instrument.

     SECTION 7.17 Effectiveness. This Agreement will become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by each party of written notification of such execution and written or telephonic authorization of delivery thereof.

     SECTION 7.18 Additional Guarantors. The Issuers represent and warrant that each Person who is a Guarantor on the date hereof has duly executed this Agreement. The Issuers will cause each Person that hereafter becomes a Guarantor or is required by any Secured Debt Document to become a party to this Agreement to become a party to this Agreement, for all purposes of this Agreement, by causing such Person to execute and deliver to the Collateral Trustee a Collateral Trust Joinder, whereupon such Person will be bound by the terms hereof to the same extent as if it had executed and delivered this Agreement as of the date hereof. The Issuers shall promptly provide each Secured Debt Representative with a copy of each Collateral Trust Joinder executed and delivered pursuant to this Section 7.18; provided, however, that the failure to so deliver a copy of the Collateral Trust Joinder to any then existing Secured Debt Representative shall not affect the inclusion of such Person as a Guarantor if the other requirements of this Section 7.18 are complied with.

     SECTION 7.19 Insolvency. This Agreement will be applicable both before and after the commencement of any Insolvency or Liquidation Proceeding by or against any Issuer or any Guarantor. The relative rights, as provided for in this Agreement, will continue after the commencement of any such Insolvency or Liquidation Proceeding on the same basis as prior to the date of the commencement of any such case, as provided in this Agreement.

     SECTION 7.20 Rights and Immunities of Secured Debt Representatives. The Trustee will be entitled to all of the rights, protections, immunities and indemnities set forth in the Indenture and any future Secured Debt Representative will be entitled to all of the rights, protections, immunities and indemnities set forth in the credit agreement, indenture or other agreement governing the applicable Secured Debt with respect to which such Person will act as representative, in each case as if specifically set forth herein. In no event will any Secured Debt Representative be liable for any act or omission on the part of any Issuer or any Guarantor or the Collateral Trustee hereunder.

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

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     IN WITNESS WHEREOF, the parties hereto have caused this Collateral Trust Agreement to be executed by their respective officers or representatives as of the day and year first above written.

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC, a Delaware limited liability company		ACEP FINANCE CORP., a Delaware corporation
		By:	/S/ Jeffrey Fine
By:	/S/ Jeffrey Fine		Name: Jeffrey Fine
	Name: Jeffrey Fine		Title: Authorized Signatory
	Title: Authorized Signatory
STRATOSPHERE LLC, a Delaware limited liability company		STRATOSPHERE GAMING LLC, 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
STRATOSPHERE LAND LLC, a Delaware limited liability company		AQUARIUS GAMING LLC, 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, a Delaware limited liability company		ARIZONA CHARLIE’S, LLC, 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, a Nevada limited liability company		STRATOSPHERE DEVELOPMENT, LLC, 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

Collateral Trust Agreement

STRATOSPHERE LEASING, LLC, a Delaware limited liability company		STRATOSPHERE ADVERTISING AGENCY LLC, a Delaware limited liability company
By:	/S/ Jeffrey Fine
	Name: Jeffrey Fine	By:	/S/ Jeffrey Fine
	Title: Authorized Signatory		Name: Jeffrey Fine
			Title: Authorized Signatory
W2007 ACEP FIRST MEZZANINE A GEN-PAR, L.L.C., a Delaware limited liability company		W2007 ACEP FIRST MEZZANINE A BORROWER, L.P., 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 B GEN-PAR, L.L.C., a Delaware limited liability company		W2007 ACEP FIRST MEZZANINE B BORROWER, L.P., 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

Collateral Trust Agreement

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		By:	/S/ Jeffrey Fine
	Name: Jeffrey Fine			Name: Jeffrey Fine
	Title: Authorized Signatory			Title: Authorized Signatory
W2007 STRATOSPHERE LAND GEN-PAR, L.L.C.,		W2007 STRATOSPHERE LAND PROPCO, L.P., 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., a Delaware limited liability company		W2007 AQUARIUS PROPCO, L.P., 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

Collateral Trust Agreement

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	By:	W2007 Fresca 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

Collateral Trust Agreement

THE BANK OF NEW YORK MELLON, as Trustee under the Indenture
By:	/S/ Anthony Bausa
	Name:	Anthony Bausa
	Title:	Senior Associate
THE BANK OF NEW YORK MELLON, as Collateral Trustee
By:	/S/ Anthony Bausa
	Name:	Anthony Bausa
	Title:	Senior Associate

Collateral Trust Agreement

EXHIBIT A
to Collateral Trust Agreement

FORM OF ADDITIONAL SECURED DEBT DESIGNATION

     Reference is made to the Collateral Trust Agreement dated as of August 14, 2009 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”) among American Casino & Entertainment Properties LLC, ACEP Finance Corp., the Guarantors from time to time party thereto, The Bank of New York Mellon, as Trustee under the Indenture (as defined therein) and The Bank of New York Mellon, as Collateral Trustee. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Collateral Trust Agreement. This Additional Secured Debt Designation is being executed and delivered in order to designate additional secured debt as Secured Debt entitled to the benefit of the Collateral Trust Agreement.

     The undersigned, the duly appointed [specify title] of the Issuers hereby certifies on behalf of the Issuers that:

          (A) [insert name of the applicable Issuer or Guarantor] intends to incur additional Secured Debt (“Additional Secured Debt”) which will be Secured Debt permitted by each applicable Secured Debt Document to be secured by a Secured Debt Lien Equally and Ratably with all previously existing and future Secured Debt;

          (B) the name and address of the Secured Debt Representative for the Additional Secured Debt for purposes of Section 7.6 of the Collateral Trust Agreement is:

Telephone:

Fax:

          (C) Each Issuer and Guarantor has duly authorized, executed (if applicable) and filed, registered or recorded (or caused to be filed, registered or recorded) in each appropriate governmental office all relevant filings, registrations and recordations, if any, as are necessary to cause the Additional Secured Debt to be secured by the Collateral in accordance with the Security Documents;

          (D) attached as Exhibit 1 hereto is a Reaffirmation Agreement duly executed by the Issuers and each Guarantor, and

          (E) the Issuers have caused a copy of this Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each

Exhibit A-1

existing Secured Debt Representative and all conditions precedent to the issuing of Additional Secured Debt under the Collateral Trust Agreement have been satisfied with respect to the Additional Secured Debt.

     IN WITNESS WHEREOF, the Issuers have caused this Additional Secured Debt Designation to be duly executed by their undersigned officers as of                     , 20___.

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC, as Issuer
By:
	Name:
	Title:
ACEP FINANCE CORP., as Issuer
By:
	Name:
	Title:

Exhibit A-2

ACKNOWLEDGEMENT OF RECEIPT

The undersigned, the duly appointed Collateral Trustee under the Collateral Trust Agreement, hereby acknowledges receipt of an executed copy of this Additional Secured Debt Designation.

THE BANK OF NEW YORK MELLON, as Collateral Trustee
By:
	Name:
	Title:

Exhibit A-3

EXHIBIT 1
to Additional Secured Debt Designation

FORM OF REAFFIRMATION AGREEMENT

     Reference is made to the Collateral Trust Agreement dated as of August 14, 2009 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”) among American Casino & Entertainment Properties LLC, ACEP Finance Corp., the Guarantors from time to time party thereto, The Bank of New York Mellon, as Trustee under the Indenture (as defined therein) and The Bank of New York Mellon, as Collateral Trustee. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Collateral Trust Agreement. This Reaffirmation Agreement is being executed and delivered as of ___, 20___in connection with an Additional Secured Debt Designation of even date herewith which Additional Secured Debt Designation has designated additional secured debt as Secured Debt entitled to the benefit of the Collateral Trust Agreement.

     Each of the undersigned hereby consents to the designation of additional secured debt as Secured Debt as set forth in the Additional Secured Debt Designation of even date herewith and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each Secured Debt Documents to which it is party, and agrees that, notwithstanding the designation of such additional indebtedness or any of the transactions contemplated thereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each Secured Debt Document to which it is a party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect and such additional secured debt shall be entitled to all of the benefits of such Secured Debt Document.

     Governing Law and Miscellaneous Provisions. The provisions of Article 7 of the Collateral Trust Agreement will apply with like effect to this Reaffirmation Agreement.

Exhibit A-4

     IN WITNESS WHEREOF, each of the undersigned has caused this Reaffirmation Agreement to be duly executed as of the date written above.

[INSERT NAMES OF ISSUERS AND GUARANTORS]
 

By:  

Name:  

Title:  

Exhibit A-5

EXHIBIT B
to Collateral Trust Agreement

FORM OF COLLATERAL TRUST JOINDER – ADDITIONAL SECURED DEBT

     Reference is made to the Collateral Trust Agreement dated as of August 14, 2009 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”) among American Casino & Entertainment Properties LLC, ACEP Finance Corp., the Guarantors from time to time party thereto, The Bank of New York Mellon, as Trustee under the Indenture (as defined therein) and The Bank of New York Mellon, as Collateral Trustee. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Collateral Trust Agreement. This Collateral Trust Joinder is being executed and delivered pursuant to Section 3.8 of the Collateral Trust Agreement as a condition precedent to the debt for which the undersigned is acting as agent being entitled to the benefits of being additional secured debt under the Collateral Trust Agreement.

     1. Joinder. The undersigned,                     , a                      (the “New Representative”), as [trustee, administrative agent] under that certain [describe applicable indenture, credit agreement or other document governing the additional secured debt] hereby agrees to become party as a Secured Debt Representative under the Collateral Trust Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Collateral Trust Agreement as fully as if the undersigned had executed and delivered the Collateral Trust Agreement as of the date thereof.

     2. Lien Sharing and Priority Confirmation.

     The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Secured Debt for which the undersigned is acting as Secured Debt Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Secured Debt, each other existing and future Secured Debt Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:

     (a) all Secured Debt Obligations will be and are secured Equally and Ratably by all Secured Debt Liens at any time granted by any Issuer or any Guarantor to secure any Obligations in respect of any Series of Secured Debt, whether or not upon property otherwise constituting collateral for such Series of Secured Debt, and that all such Secured Debt Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Secured Debt Obligations Equally and Ratably;

     (b) the New Representative and each holder of Obligations in respect of the Series of Secured Debt for which the undersigned is acting as Secured Debt Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Secured Debt Liens and the order of application of proceeds from the enforcement of Secured Debt Liens; and

Exhibit B-1

     (c) the New Representative consents to the terms of the Collateral Trust Agreement and the other Security Documents and directs the Collateral Trustee to perform its obligations under the Collateral Trust Agreement and the other Security Documents.

     3. Governing Law and Miscellaneous Provisions. The provisions of Article 7 of the Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.

Exhibit B-2

     IN WITNESS WHEREOF, the parties hereto have caused this Collateral Trust Joinder to be executed by their respective officers or representatives as of                     , 20___.

[NAME OF NEW REPRESENTATIVE]
By:
	Name:
	Title:

Exhibit B-3

     The Collateral Trustee hereby acknowledges receipt of this Collateral Trust Joinder and agrees to act as Collateral Trustee for the New Representative and the holders of the Obligations represented thereby:

THE BANK OF NEW YORK MELLON, as Collateral Trustee
By:
	Name:
	Title:

Exhibit B-4

EXHIBIT C
to Collateral Trust Agreement

FORM OF COLLATERAL TRUST JOINDER – ADDITIONAL GUARANTOR

     Reference is made to the Collateral Trust Agreement dated as of August 14, 2009 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”) among American Casino & Entertainment Properties LLC, ACEP Finance Corp., the Guarantors from time to time party thereto, The Bank of New York Mellon, as Trustee under the Indenture (as defined therein) and The Bank of New York Mellon, as Collateral Trustee. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Collateral Trust Agreement. This Collateral Trust Joinder is being executed and delivered pursuant to Section 7.18 of the Collateral Trust Agreement.

     1. Joinder. The undersigned,                     , a                     , hereby agrees to become party as a Guarantor under the Collateral Trust Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Collateral Trust Agreement as fully as if the undersigned had executed and delivered the Collateral Trust Agreement as of the date thereof.

     2. Governing Law and Miscellaneous Provisions. The provisions of Article 7 of the Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.

Exhibit C-1

     IN WITNESS WHEREOF, the parties hereto have caused this Collateral Trust Joinder to be executed by their respective officers or representatives as of                     , 20___.

[NAME OF NEW GUARANTOR]
By:
	Name:
	Title:

Exhibit C-2

     The Collateral Trustee hereby acknowledges receipt of this Collateral Trust Joinder and agrees to act as Collateral Trustee with respect to the Collateral pledged by the new Guarantor:

THE BANK OF NEW YORK MELLON, as Collateral Trustee
By:
	Name:
	Title:

Exhibit C-3