CREDIT AND GUARANTY AGREEMENT dated as of July 7, 2015 among AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC, as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS LENDING PARTNERS LLC, DEUTSCHE BANK SECURITIES...Credit and Guaranty Agreement • July 8th, 2015 • American Casino & Entertainment Properties LLC • Hotels & motels • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of July 7, 2015, is entered into by and among AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC, a Delaware limited liability company (the “Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS LENDING PARTNERS LLC (“Goldman Sachs”) and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as Co-Syndication Agents (in such capacity, “Syndication Agents”) and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), DBSI, as Documentation Agent (in such capacity, “Documentation Agent”), and Goldman Sachs and DBSI, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners.
ECONOMIC PARTICIPATION AGREEMENTEconomic Participation Agreement • April 16th, 2009 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York
THIS ECONOMIC PARTICIPATION AGREEMENT (this “Agreement”), dated as of October 23, 2008, but effective as of February 20, 2008 (the “Effective Date”), is entered into by and among W2007 Finance Sub, LLC, a Delaware limited liability company (“Whitehall Finance”), Whitehall Parallel Global Real Estate Limited Partnership 2007, a Delaware limited partnership (“Whitehall Parallel”, and together with Whitehall Finance, “Whitehall”), and Phyllis A. Gilland, (“Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2010 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • Nevada
This Employment Agreement (this “Agreement”) by and between American Casino & Entertainment Properties, LLC (the “Company”), having an address at 2000 Las Vegas Boulevard South, Las Vegas, Nevada 89104, and Frank V. Riolo (“Employee”), of Las Vegas, Nevada.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 16th, 2014 • American Casino & Entertainment Properties LLC • Hotels & motels • Nevada
This Amended and Restated Employment Agreement (this “Agreement”) by and between American Casino & Entertainment Properties LLC (the “Employer”), at 2000 Las Vegas Blvd, South, Las Vegas, Nevada 89104, and Frank V. Riolo (“Employee”), of Las Vegas, Nevada.
EMPLOYMENT AGREEMENTEmployment Agreement • April 16th, 2009 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • Nevada
This Employment Agreement dated as of October 23, 2008 (this “Agreement”), between American Casino & Entertainment Properties LLC (the “Company”), having an address at 2000 Las Vegas Boulevard South, Las Vegas, Nevada 89104, and Phyllis A. Gilland (“Employee”), of Henderson, Nevada.
EMPLOYMENT AGREEMENTEmployment Agreement • February 23rd, 2006 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York
EMPLOYMENT AGREEMENT dated as of February 21, 2006 (this “Agreement”), between Stratosphere Gaming Corp. (the “Company”), having an address at 2000 Las Vegas Boulevard South, Las Vegas, Nevada 89104, and Mr. Bobby Ray Harris (the “Employee”), having an address at 2003 Angel Falls Drive, Henderson, Nevada 89074.
ASSET PURCHASE AGREEMENT dated as of November 28, 2005 by and among HARRAH’S OPERATING COMPANY, INC. (Solely for the purposes of Section 12.16 hereof) FLAMINGO-LAUGHLIN, INC., BOARDWALK REGENCY CORPORATION, MARTIAL DEVELOPMENT CORPORATION and AREP...Asset Purchase Agreement • May 25th, 2006 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 28, 2005, by and among Harrah’s Operating Company, Inc. (“Harrah’s”), Flamingo-Laughlin, Inc., a Nevada corporation (“Flamingo”), Martial Development Corp., a New Jersey corporation, Boardwalk Regency Corporation, a New Jersey corporation (together, “Boardwalk,” and with Flamingo, each a “Seller” and collectively, the “Sellers”) and AREP Laughlin Corporation, a Delaware corporation (“Flamingo Buyer”) and AREP Boardwalk LLC, a Delaware limited liability company (“Boardwalk Buyer” and with Flamingo Buyer, each a “Buyer” and collectively, the “Buyers”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 12.1 hereof.
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, TrusteeIndenture • August 19th, 2009 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York
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.
AMENDMENT TO MEZZANINE F LOAN AGREEMENTMezzanine F Loan Agreement • November 13th, 2008 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York
This Amendment to Mezzanine F Loan Agreement (this “Amendment”), dated as of June 20, 2008 (the “Effective Date”), by and among GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (“Lender”), as lender, and W2007 ACEP SIXTH MEZZANINE A BORROWER, L.P., a Delaware limited partnership, and W2007 ACEP SIXTH MEZZANINE B BORROWER, L.P., a Delaware limited partnership, as borrowers (collectively, “Borrower”), amends that certain Mezzanine F Loan Agreement, dated as of February 20, 2008 (the “Loan Agreement”; all capitalized terms used but not defined herein shall have the respective meanings given such terms in the Loan Agreement).
SUPPLEMENTAL INDENTURESupplemental Indenture • January 15th, 2008 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 11, 2008, among American Casino & Entertainment Properties LLC, a Delaware limited liability company, as issuer (“ACEP”), American Casino & Entertainment Properties Finance Corp., a Delaware corporation, as co-issuer (“ACEP Finance” and, together with ACEP, the “Company”), the Guarantors and Wilmington Trust Company, as trustee under the Indenture (the “Trustee”).
SECOND LIEN CREDIT AND GUARANTY AGREEMENT dated as of July 3, 2013 among AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC, as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS LENDING PARTNERS LLC, DEUTSCHE BANK...Second Lien Credit and Guaranty Agreement • July 8th, 2013 • American Casino & Entertainment Properties LLC • Hotels & motels • New York
This SECOND LIEN CREDIT AND GUARANTY AGREEMENT, dated as of July 3, 2013, is entered into by and among AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC, a Delaware limited liability company (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS LENDING PARTNERS LLC (“Goldman Sachs”) and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as Co-Syndication Agents (in such capacity, “Syndication Agents”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”) and as Documentation Agent (in such capacity, “Documentation Agent”), and Goldman Sachs and DBSI, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners.
SECOND LIEN GAMING ENTITIES PLEDGE AGREEMENT dated as of July 3, 2013 among EACH OF THE GRANTORS PARTY HERETO and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral AgentSecond Lien Gaming Entities Pledge Agreement • July 8th, 2013 • American Casino & Entertainment Properties LLC • Hotels & motels • New York
This SECOND LIEN GAMING ENTITIES PLEDGE AGREEMENT, dated as of July 3, 2013 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC, a Delaware limited liability company (the “Borrower”), STRATOSPHERE HOLDING, LLC, a Delaware limited liability company, CHARLIE’S HOLDING LLC, a Delaware limited liability company, and each of the subsidiaries of the Borrower party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (together with the Borrower, each individually, a “Grantor” and collectively, the “Grantors”), and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Collateral Agent”) and Documentation Agent.
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...American Casino & Entertainment Properties LLC • August 19th, 2009 • Services-miscellaneous amusement & recreation • New York
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:
LOAN AGREEMENT Dated as of June 25, 2009 among THE PARTIES NAMED AS “BORROWER” HEREIN collectively, as Borrower GOLDMAN SACHS COMMERCIAL MORTGAGE CAPITAL, L.P. as Initial Lender THE OTHER LENDERS FROM TIME TO TIME PARTIES HERETO WELLS FARGO BANK,...Management Agreement • August 3rd, 2009 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF W2007/ACEP HOLDINGS, LLC is entered into as of the [_] day of [__], 2009 by and among W2007 Finance Sub, LLC, a Delaware limited liability company (“Finance”). Whitehall Parallel Global Real Estate Limited Partnership 2007, a Delaware limited partnership (“Parallel”), MTGLQ Investors, L.P., a Delaware limited partnership (“MTGLQ”), and Strat Hotel Investor, L.P., a Delaware limited partnership (“Highgate”). Each capitalized term utilized herein has the meaning ascribed to such term in Article II hereof or Appendix A hereto.
AMENDMENT TO MEZZANINE I LOAN AGREEMENTMezzanine I Loan Agreement • November 13th, 2008 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York
This Amendment to Mezzanine I Loan Agreement (this “Amendment”), dated as of June 20, 2008 (the “Effective Date”), by and among GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (“Lender”), as lender, and W2007 ACEP NINTH MEZZANINE A BORROWER, L.P., a Delaware limited partnership, and W2007 ACEP NINTH MEZZANINE B BORROWER, L.P., a Delaware limited partnership, as borrowers (collectively, “Borrower”), amends that certain Mezzanine I Loan Agreement, dated as of February 20, 2008 (the “Loan Agreement”; all capitalized terms used but not defined herein shall have the respective meanings given such terms in the Loan Agreement).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 27th, 2007 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of April 1, 2007 (this “Agreement”), between American Casino & Entertainment Properties LLC (the “Company”), having an address at 2000 Las Vegas Boulevard South, Las Vegas, Nevada 89104, and Ms. Denise Barton (“Employee”), having an address at 3149 Sterlingshire Drive, Las Vegas, NV 89146. THIS AGREEMENT AMENDS AND RESTATES IN ITS ENTIRETY THE EMPLOYMENT AGREEMENT BETWEEN THE PARTIES DATED AS OF APRIL 1, 2007
AMENDMENT TO MEZZANINE B LOAN AGREEMENTMezzanine B Loan Agreement • November 13th, 2008 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York
This Amendment to Mezzanine B Loan Agreement (this “Amendment”), dated as of June 20, 2008 (the “Effective Date”), by and among GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (“Lender”), as lender, and W2007 ACEP SECOND MEZZANINE A BORROWER, L.P., a Delaware limited partnership, and W2007 ACEP SECOND MEZZANINE B BORROWER, L.P., a Delaware limited partnership, as borrowers (collectively, “Borrower”), amends that certain Mezzanine B Loan Agreement, dated as of February 20, 2008 (the “Loan Agreement”; all capitalized terms used but not defined herein shall have the respective meanings given such terms in the Loan Agreement).
TRANSFER RESTRICTION AGREEMENTTransfer Restriction Agreement • February 26th, 2008 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York
This Transfer Restriction Agreement (this “Agreement”) is made as of February 20, 2008 among Stuart Rothenberg (“Mr. Rothenberg”), Brahm Cramer (“Mr. Cramer”) and Jonathan Langer (“Mr. Langer” and, together with Mr. Rothenberg and Mr. Cramer, the “VoteCo Members”), W2007/ACEP Managers Voteco, LLC, a Delaware limited liability company (“VoteCo”), and W2007/ACEP Holdings, LLC, a Delaware limited liability company (“Holdings”).
GAMING ENTITIES PLEDGE AGREEMENTGaming Entities Pledge Agreement • July 8th, 2015 • American Casino & Entertainment Properties LLC • Hotels & motels • New York
This GAMING ENTITIES PLEDGE AGREEMENT, dated as of July 7, 2015 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC, a Delaware limited liability company (the “Borrower”), STRATOSPHERE HOLDING, LLC, a Delaware limited liability company, CHARLIE’S HOLDING LLC, a Delaware limited liability company, and each of the subsidiaries of the Borrower party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (together with the Borrower, each individually, a “Grantor” and collectively, the “Grantors”), and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Collateral Agent”).
FIRST LIEN PLEDGE AND SECURITY AGREEMENT dated as of July 3, 2013 among EACH OF THE GRANTORS PARTY HERETO and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral AgentFirst Lien Pledge and Security Agreement • July 8th, 2013 • American Casino & Entertainment Properties LLC • Hotels & motels • New York
This FIRST LIEN PLEDGE AND SECURITY AGREEMENT, dated as of July 3, 2013 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC, a Delaware limited liability company (the “Borrower”) and each of the subsidiaries of the Borrower party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (together with the Borrower, each individually, a “Grantor” and collectively, the “Grantors”), and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Collateral Agent”) and Documentation Agent.
SERVICE MARK LICENSE AGREEMENTService Mark License Agreement • March 16th, 2005 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • Nevada
This SERVICE MARK LICENSE AGREEMENT (this “Agreement”), dated as of August 1st, 2000, by and between BECKER GAMING, INC., a Nevada corporation having offices at 2605 S. Decatur Boulevard, Suite 218, Las Vegas, Nevada 89102 (the “Licensor”), and ARIZONA CHARLIE’S, INC., a Nevada corporation having office at c/o Icahn Associates Corp. 767 Fifth Avenue, New York, New York 10153 (the “Licensee”). Licensor and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT TO MEZZANINE E LOAN AGREEMENTMezzanine E Loan Agreement • November 13th, 2008 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York
This Amendment to Mezzanine E Loan Agreement (this “Amendment”), dated as of June 20, 2008 (the “Effective Date”), by and among GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (“Lender”), as lender, and W2007 ACEP FIFTH MEZZANINE A BORROWER, L.P., a Delaware limited partnership, and W2007 ACEP FIFTH MEZZANINE B BORROWER, L.P., a Delaware limited partnership, as borrowers (collectively, “Borrower”), amends that certain Mezzanine E Loan Agreement, dated as of February 20, 2008 (the “Loan Agreement”; all capitalized terms used but not defined herein shall have the respective meanings given such terms in the Loan Agreement).
REAFFIRMATION AGREEMENTReaffirmation Agreement • May 17th, 2006 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York
REAFFIRMATION AGREEMENT dated as of May 9, 2006 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among the Grantors identified on the signature pages hereto (collectively, the “Reaffirming Parties”) and Bear Stearns Corporate Lending Inc., as Administrative Agent, under the Pledge and Security Agreement referred to below. Each such term used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement referred to below.
FIRST LIEN CREDIT AND GUARANTY AGREEMENT dated as of July 3, 2013 among AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC, as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS LENDING PARTNERS LLC, DEUTSCHE BANK...First Lien Credit and Guaranty Agreement • July 8th, 2013 • American Casino & Entertainment Properties LLC • Hotels & motels • New York
This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of July 3, 2013, is entered into by and among AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC, a Delaware limited liability company (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS LENDING PARTNERS LLC (“Goldman Sachs”) and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as Co-Syndication Agents (in such capacity, “Syndication Agents”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”) and as Documentation Agent (in such capacity, “Documentation Agent”), and Goldman Sachs and DBSI, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners.
AMENDMENT TO MEZZANINE H LOAN AGREEMENTMezzanine H Loan Agreement • November 13th, 2008 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York
This Amendment to Mezzanine H Loan Agreement (this “Amendment”), dated as of June 20, 2008 (the “Effective Date”), by and among GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (“Lender”), as lender, and W2007 ACEP EIGHTH MEZZANINE A BORROWER, L.P., a Delaware limited partnership, and W2007 ACEP EIGHTH MEZZANINE B BORROWER, L.P., a Delaware limited partnership, as borrowers (collectively, “Borrower”), amends that certain Mezzanine H Loan Agreement, dated as of February 20, 2008 (the “Loan Agreement”; all capitalized terms used but not defined herein shall have the respective meanings given such terms in the Loan Agreement).
AMENDMENT TO MEZZANINE D LOAN AGREEMENTMezzanine D Loan Agreement • November 13th, 2008 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York
This Amendment to Mezzanine D Loan Agreement (this “Amendment”), dated as of June 20, 2008 (the “Effective Date”), by and among GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (“Lender”), as lender, and W2007 ACEP FOURTH MEZZANINE A BORROWER, L.P., a Delaware limited partnership, and W2007 ACEP FOURTH MEZZANINE B BORROWER, L.P., a Delaware limited partnership, as borrowers (collectively, “Borrower”), amends that certain Mezzanine D Loan Agreement, dated as of February 20, 2008 (the “Loan Agreement”; all capitalized terms used but not defined herein shall have the respective meanings given such terms in the Loan Agreement).
UNDERTAKINGAmerican Casino & Entertainment Properties LLC • March 16th, 2006 • Services-miscellaneous amusement & recreation
UNDERTAKING entered into this 20th day of November, 1998, by STARFIRE HOLDING CORPORATION, a Delaware corporation (the “Indemnitor”), for the benefit of AMERICAN REAL ESTATE PARTNERS, L.P., a Delaware limited partnership (“AREP”) and its subsidiaries (collectively with AREP, the “Indemnitees” and each of such Indemnitees individually, an “Indemnitee”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 8th, 2015 • American Casino & Entertainment Properties LLC • Hotels & motels • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of July 7, 2015 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC, a Delaware limited liability company (the “Borrower”) and each of the subsidiaries of the Borrower party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (together with the Borrower, each individually, a “Grantor” and collectively, the “Grantors”), and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Collateral Agent”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 12th, 2007 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • Delaware
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is entered into as of December 4, 2007 (the "Effective Date”), by and between W2007/ACEP Holdings, LLC, a Delaware limited liability company (“Assignor”), and W2007/ACEP Managers Voteco, LLC, a Delaware limited liability company (“Assignee”).
AMENDMENT TO FIRST LIEN CREDIT AND GUARANTY AGREEMENTFirst Lien Credit and Guaranty Agreement • February 27th, 2014 • American Casino & Entertainment Properties LLC • Hotels & motels • New York
This JOINDER, dated as of [•], 2014 (this “Joinder”), by and among ______________________ (the “Additional Term Lender”), American Casino & Entertainment Properties LLC, a Delaware limited liability company (the “Borrower”), certain subsidiaries of the Borrower as Guarantors (the “Guarantors”), and Deutsche Bank AG New York Branch (the “Administrative Agent”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC, A DELAWARE LIMITED LIABILITY COMPANY February 20, 2008Limited Liability Company Agreement • February 26th, 2008 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of American Casino & Entertainment Properties LLC, a Delaware limited liability company (the “Company”), is entered into and effective as of February 20, 2008, by and among the Company, W2007/ACEP Managers Voteco, LLC, a Delaware limited liability company (“Voteco”), and W2007/ACEP Holdings, LLC, a Delaware limited liability company (“Holdings”). Capitalized terms used in this Agreement are defined in Article II.
AMENDMENT TO MEZZANINE A LOAN AGREEMENTMezzanine a Loan Agreement • November 13th, 2008 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York
This Amendment to Mezzanine A Loan Agreement (this “Amendment”), dated as of June 20, 2008 (the “Effective Date”), by and among GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (“Lender”), as lender, and W2007 ACEP FIRST MEZZANINE A BORROWER, L.P., a Delaware limited partnership, and W2007 ACEP FIRST MEZZANINE B BORROWER, L.P., a Delaware limited partnership, as borrowers (collectively, “Borrower”), amends that certain Mezzanine A Loan Agreement, dated as of February 20, 2008 (the “Loan Agreement”; all capitalized terms used but not defined herein shall have the respective meanings given such terms in the Loan Agreement).
AMENDMENT TO MEZZANINE G LOAN AGREEMENTMezzanine G Loan Agreement • November 13th, 2008 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York
This Amendment to Mezzanine G Loan Agreement (this “Amendment”), dated as of June 20, 2008 (the “Effective Date”), by and among GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (“Lender”), as lender, and W2007 ACEP SEVENTH MEZZANINE A BORROWER, L.P., a Delaware limited partnership, and W2007 ACEP SEVENTH MEZZANINE B BORROWER, L.P., a Delaware limited partnership, as borrowers (collectively, “Borrower”), amends that certain Mezzanine G Loan Agreement, dated as of February 20, 2008 (the “Loan Agreement”; all capitalized terms used but not defined herein shall have the respective meanings given such terms in the Loan Agreement).
TAX ALLOCATION AGREEMENTTax Allocation Agreement • March 16th, 2006 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York
Agreement as of May 26, 2004 by and among American Entertainment Properties Corp. (“Parent”), a Delaware corporation, having offices at 2000 Las Vegas Blvd. South, Las Vegas, Nevada 89104, and American Casino & Entertainment Properties LLC, a Delaware limited liability company (“Issuer”), having offices at 2000 Las Vegas Blvd. South, Las Vegas, Nevada 89104, and Issuer Subsidiaries (as defined below).
FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • December 12th, 2007 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • Delaware
THIS FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”) is made as of September 12, 2007 by and between W2007/ACEP HOLDINGS, LLC, a Delaware limited liability company (“Buyer”) and AMERICAN ENTERTAINMENT PROPERTIES CORP., a Delaware corporation (“Seller”).
