OPERATING AGREEMENT OF ARIZONA CHARLIE’S, LLCOperating Agreement • September 30th, 2009 • Aquarius Gaming LLC • Services-miscellaneous amusement & recreation • Nevada
LIMITED PARTNERSHIP AGREEMENT OF W2007 ARIZONA CHARLIE’S PROPCO, L.P.Limited Partnership Agreement • September 30th, 2009 • Aquarius Gaming LLC • Services-miscellaneous amusement & recreation • Delaware
LIMITED LIABILITY COMPANY AGREEMENT OF W2007 ARIZONA CHARLIE’S GEN-PAR, L.L.C.Limited Liability Company Agreement • September 30th, 2009 • Aquarius Gaming LLC • Services-miscellaneous amusement & recreation • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of W2007 Arizona Charlie’s Gen-Par, L.L.C. (the “Company”), dated and effective as of February 20, 2008 (as amended from time to time, this “Agreement”), by and between (i) W2007 ACEP First Mezzanine B Borrower, L.P., a Delaware limited partnership, in its capacity as the sole economic member of the Company (the “Economic Member”); and (ii) Dennis E. Howarth and Carolyn Danielsson individually in their capacity as the non-economic members of the Company (the “Non-Economic Members”) (the Economic Member and the Non-Economic Members, and any additional or substitute members of the Company are hereinafter each referred to as a “Member” and collectively referred to as the “Members” of the Company).
FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF W2007 STRATOSPHERE LAND GEN-PAR, L.L.C.Limited Liability Company Agreement • September 30th, 2009 • Aquarius Gaming LLC • Services-miscellaneous amusement & recreation • Delaware
THIS FIRST AMENDMENT (this “Amendment”) TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF W2007 STRATOSPHERE LAND GEN-PAR, L.L.C., a Delaware limited liability company (the “Company”) dated February 20, 2008 (the “LLC Agreement”) is entered into as of June 25, 2009, by (i) W2007 ACEP First Mezzanine A Borrower, L.P., a Delaware limited partnership, in its capacity as the sole economic member of the Company (the “Economic Member”); and (ii) Dennis E. Howarth and Carolyn Danielsson individually in their capacity as the non-economic members of the Company (the “Non-Economic Members”) (the Economic Member and the Non-Economic Members, and any additional or substitute members of the Company are hereinafter each referred to as a “Member” and collectively referred to as the “Members” of the Company). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the LLC Agreement.
LIMITED LIABILITY COMPANY AGREEMENT OF STRATOSPHERE LAND LLC a Delaware limited liability companyLimited Liability Company Agreement • September 30th, 2009 • Aquarius Gaming LLC • Services-miscellaneous amusement & recreation • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF W2007 ACEP FIRST MEZZANINE A GEN-PAR, L.L.C.Limited Liability Company Agreement • September 30th, 2009 • Aquarius Gaming LLC • Services-miscellaneous amusement & recreation • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of W2007 ACEP First Mezzanine A Gen-Par, L.L.C. (the “Company”), dated and effective as of June 25, 2009 (as amended from time to time, this “Agreement”), by and among (i) Stratosphere LLC, a Delaware limited liability company (“Stratosphere LLC”), Stratosphere Gaming LLC, a Nevada limited liability company (“ Gaming LLC”), and Stratosphere Land LLC, a Delaware limited liability company (“Land LLC”), individually in their capacity as the economic members of the Company (collectively, the “Economic Members”); and (ii) Robert K. Rowell and Carolyn Danielsson individually in their capacity as the non-economic members of the Company (the “Non-Economic Members”) (the Economic Members and the Non-Economic Members, and any additional or substitute members of the Company are hereinafter each referred to as a “Member” and collectively referred to as the “Members” of the Company).
FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF W2007 STRATOSPHERE LAND PROPCO, L.P.Limited Partnership Agreement • September 30th, 2009 • Aquarius Gaming LLC • Services-miscellaneous amusement & recreation • Delaware
THIS FIRST AMENDMENT (this “Amendment”) TO THE LIMITED PARTNERSHIP AGREEMENT OF W2007 STRATOSPHERE LAND PROPCO, L.P. dated February 20, 2008 (the “Partnership Agreement”) is entered into as of June 25, 2009, by W2007 Stratosphere Land Gen-Par, L.L.C., a Delaware limited liability company, as the general partner (“General Partner”), and W2007 ACEP First Mezzanine A Borrower, L.P., a Delaware limited partnership, as the limited partner (“Limited Partner”; and together with General Partner, the “Partners”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Partnership Agreement.
SECOND AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF W2007 STRATOSPHERE PROPCO, L.P.Limited Partnership Agreement • September 30th, 2009 • Aquarius Gaming LLC • Services-miscellaneous amusement & recreation • Delaware
THIS SECOND AMENDMENT (this “Second Amendment”) TO THE LIMITED PARTNERSHIP AGREEMENT OF W2007 STRATOSPHERE PROPCO, L.P. dated February 20, 2008 (the “Partnership Agreement”), as amended by that FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF W2007 STRATOSPHERE PROPCO, L.P. dated June 25, 2009, is entered into as of September 24, 2009, by W2007 Stratosphere Gen-Par, L.L.C., a Delaware limited liability company, as the general partner (“General Partner”), and W2007 ACEP First Mezzanine A Borrower, L.P., a Delaware limited partnership, as the limited partner (“Limited Partner”; and together with General Partner, the “Partners”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Partnership Agreement.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF W2007 ACEP FIRST MEZZANINE B BORROWER, L.P.Limited Partnership Agreement • September 30th, 2009 • Aquarius Gaming LLC • Services-miscellaneous amusement & recreation • Delaware
This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of W2007 ACEP First Mezzanine B Borrower, L.P. (the “Partnership”), dated as of June 25, 2009 and effective as of June 25, 2009 (as amended from time to time, this “Agreement”), by and among Aquarius Gaming LLC, a Nevada Limited Liability Company, Arizona Charlie’s, LLC, a Nevada limited liability company and Fresca, LLC, a Nevada limited liability company, individually in their capacity as the limited partners of the Partnership (each a “Limited Partner” and collectively, the “Limited Partners”); and (ii) W2007 ACEP First Mezzanine B Gen-Par, L.L.C., a Delaware limited liability company, in its capacity as the sole general partner of the Partnership (the “General Partner”) (the Limited Partners and the General Partner, and each substitute or additional partner of the Partnership, are hereinafter each referred to as a “Partner” and collectively referred to as the “Partners”).
OPERATING AGREEMENT OF STRATOSPHERE DEVELOPMENT LLC a Delaware limited- liability companyOperating Agreement • September 30th, 2009 • Aquarius Gaming LLC • Services-miscellaneous amusement & recreation • Delaware
This Operating Agreement (“Agreement”) is made and entered into as of the day of , 2000, by and among the undersigned, Stratosphere Corporation, which constitutes the Stratosphere member (“Stratosphere Member”), Arizona Charlie’s, Inc. which constitutes the Arizona Member (“Arizona Member”) and Fresca, LLC, which constitutes the Fresca, LLC Member (“Fresca Member”) of Stratosphere Development LLC, a Delaware limited-liability company (the “Company”), and the Company, with reference to the recitals set forth below.
FIRST AMENDMENT TO OPERATING AGREEMENT OF STRATOSPHERE DEVELOPMENT LLCOperating Agreement • September 30th, 2009 • Aquarius Gaming LLC • Services-miscellaneous amusement & recreation
THIS FIRST AMENDMENT (this “Amendment”) TO OPERATING AGREEMENT OF STRATOSPHERE DEVELOPMENT LLC (the “Operating Agreement”) made as of this 4th day of November, 2002, by and among the undersigned, Stratosphere Corporation, which constitutes the Stratosphere member (“Stratosphere Member”), Arizona Charlie’s, Inc. which constitutes the Arizona Member (“Arizona Member”) and Fresca, LLC, which constitutes the Fresca, LLC Member (“Fresca Member”) of Stratosphere Development LLC, a Delaware limited-liability company (the “Company”), and the Company. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Operating Agreement.
SECOND AMENDMENT TO THE AMENDED AND RESTATED OPERATING AGREEMENT OF STRATOSPHERE LEASING, LLCOperating Agreement • September 30th, 2009 • Aquarius Gaming LLC • Services-miscellaneous amusement & recreation
This Second Amendment (the “Second Amendment”) to the Amended and Restated Operating Agreement (the “Agreement”) of Stratosphere Leasing, LLC (the “Company”) is entered into by Stratosphere LLC, a Delaware limited liability company, the sole member of the Company (the “Member”), as of the 24th day of September 2009. Unless otherwise indicated in this Second Amendment, all defined terms set forth herein have the meaning ascribed to such terms in the Agreement.
FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF W2007 ARIZONA CHARLIE’S PROPCO, L.P.Aquarius Gaming LLC • September 30th, 2009 • Services-miscellaneous amusement & recreation • Delaware
THIS FIRST AMENDMENT (this “Amendment”) TO THE LIMITED PARTNERSHIP AGREEMENT OF W2007 ARIZONA CHARLIE’S PROPCO, L.P. dated February 20, 2008 (the “Partnership Agreement”) is entered into as of June 25, 2009, by W2007 Arizona Charlie’s Gen-Par, L.L.C., a Delaware limited liability company, as the general partner (“General Partner”), and W2007 ACEP First Mezzanine B Borrower, L.P., a Delaware limited partnership, as the limited partner (“Limited Partner”; and together with General Partner, the “Partners”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Partnership Agreement.
FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF W2007 ACEP FIRST MEZZANINE A BORROWER, L.P.Limited Partnership Agreement • September 30th, 2009 • Aquarius Gaming LLC • Services-miscellaneous amusement & recreation • Delaware
THIS FIRST AMENDMENT (this “First Amendment”) TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF W2007 ACEP FIRST MEZZANINE A BORROWER, L.P. dated June 25, 2009 (the “Partnership Agreement”), is entered into as of September 24, 2009, by W2007 ACEP First Mezzanine A Gen-Par, L.L.C., a Delaware limited liability company, as the general partner (“General Partner”), and Stratosphere LLC, a Delaware limited liability company, Stratosphere Gaming LLC, a Nevada limited liability company, and Stratosphere Land LLC, a Delaware limited liability company, individually in their capacity as the limited partners of the Partnership (each a “Limited Partner” and collectively, the “Limited Partners”; and together with General Partner, the “Partners”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Partnership Agreement.
FIRST AMENDMENT TO AMENDED & RESTATED LIMITED PARTNERSHIP AGREEMENT OF W2007 ACEP FIRST MEZZANINE B BORROWER, L.P.Limited Partnership Agreement • September 30th, 2009 • Aquarius Gaming LLC • Services-miscellaneous amusement & recreation • Delaware
THIS FIRST AMENDMENT (this “First Amendment”) TO THE AMENDED & RESTATED LIMITED PARTNERSHIP AGREEMENT OF W2007 ACEP FIRST MEZZANINE B BORROWER, L.P. dated June 25, 2009 (the “Partnership Agreement”) is entered into as of September 24, 2009, by W2007 ACEP First Mezzanine B Gen-Par, L.L.C., a Delaware limited liability company, as the general partner (“General Partner”), and Aquarius Gaming LLC, a Nevada Limited Liability Company, Arizona Charlie’s, LLC, a Nevada limited liability company and Fresca, LLC, a Nevada limited liability company, individually in their capacity as the limited partners of the Partnership (each a “Limited Partner” and collectively, the “Limited Partners”; and together with General Partner, the “Partners”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Partnership Agreement.
FIRST AMENDMENT TO THE AMENDED AND RESTATED OPERATING AGREEMENT OF STRATOSPHERE LEASING LLCOperating Agreement • September 30th, 2009 • Aquarius Gaming LLC • Services-miscellaneous amusement & recreation
This First Amendment (the “Amendment”) to the Amended and Restated Operating Agreement (the “Agreement”) of Stratosphere Leasing, LLC (the “Company”) is entered into by Stratosphere Corporation, a Delaware corporation (“Stratosphere’’) as of the 27th day of February, 2004. Unless otherwise indicated in this Amendment, all defined terms set forth herein have the meaning ascribed to such terms in the Agreement.
SECOND AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF W2007 ARIZONA CHARLIE’S PROPCO, L.P.Limited Partnership Agreement • September 30th, 2009 • Aquarius Gaming LLC • Services-miscellaneous amusement & recreation • Delaware
THIS SECOND AMENDMENT (this “Second Amendment”) TO THE LIMITED PARTNERSHIP AGREEMENT OF W2007 ARIZONA CHARLIE’S PROPCO, L.P. dated February 20, 2008 (the “Partnership Agreement”), as amended by that FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF W2007 ARIZONA CHARLIE’S PROPCO, L.P. dated June 25, 2009, is entered into as of September 24, 2009, by W2007 Arizona Charlie’s Gen-Par, L.L.C., a Delaware limited liability company, as the general partner (“General Partner”), and W2007 ACEP First Mezzanine B Borrower, L.P., a Delaware limited partnership, as the limited partner (“Limited Partner”; and together with General Partner, the “Partners”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Partnership Agreement.
FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF CHARLIE’S HOLDING LLCOperating Agreement • September 30th, 2009 • Aquarius Gaming LLC • Services-miscellaneous amusement & recreation
This First Amendment (the “First Amendment”) to the Third Amended and Restated Operating Agreement (the “Agreement”) of Charlie’s Holding LLC (the “Company”) is entered into by American Casino & Entertainment Properties LLC, a Delaware limited liability company, the sole member of the Company (the “Member”), as of the 24th day of September 2009. Unless otherwise indicated in this First Amendment, all defined terms set forth herein have the meaning ascribed to such terms in the Agreement.
SECOND AMENDMENT TO THE OPERATING AGREEMENT OF STRATOSPHERE DEVELOPMENT LLCThe Operating Agreement • September 30th, 2009 • Aquarius Gaming LLC • Services-miscellaneous amusement & recreation
THIS SECOND AMENDMENT (this “Amendment”) TO OPERATING AGREEMENT OF STRATOSPHERE DEVELOPMENT LLC (the “Operating Agreement”) made as of this 27th day of February, 2004, by and among the undersigned, Stratosphere Corporation, which constitutes the Stratosphere member (“Stratosphere Member”), Arizona Charlie’s, Inc. which constitutes the Arizona Member (“Arizona Member”) and Fresca, LLC, which constitutes the Fresca Member (“Fresca Member”) of Stratosphere Development LLC, a Delaware limited liability company (the “Company”), and the Company. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Operating Agreement.
AMENDED AND RESTATED OPERATING AGREEMENT OF STRATOSPHERE LEASING, LLCOperating Agreement • September 30th, 2009 • Aquarius Gaming LLC • Services-miscellaneous amusement & recreation • Delaware
This Amended and Restated Operating Agreement is made on the date set forth below by the undersigned member pursuant to and in accordance with the Delaware Limited Liability Company Act (the “Act”).
FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF W2007 AQUARIUS PROPCO, L.P.Aquarius Gaming LLC • September 30th, 2009 • Services-miscellaneous amusement & recreation • Delaware
THIS FIRST AMENDMENT (this “Amendment”) TO THE LIMITED PARTNERSHIP AGREEMENT OF W2007 AQUARIUS PROPCO, L.P. dated February 20, 2008 (the “Partnership Agreement”) is entered into as of June 25, 2009, by W2007 Aquarius Gen-Par, L.L.C., a Delaware limited liability company, as the general partner (“General Partner”), and W2007 ACEP First Mezzanine B Borrower, L.P., a Delaware limited partnership, as the limited partner (“Limited Partner”; and together with General Partner, the “Partners”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Partnership Agreement.
SECOND AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF W2007 FRESCA PROPCO, L.P.Aquarius Gaming LLC • September 30th, 2009 • Services-miscellaneous amusement & recreation • Delaware
THIS SECOND AMENDMENT (this “Second Amendment”) TO THE LIMITED PARTNERSHIP AGREEMENT OF W2007 FRESCA PROPCO, L.P. dated February 20, 2008 (the “Partnership Agreement”), as amended by that FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF W2007 FRESCA PROPCO, L.P. dated June 25, 2009, is entered into as of September 24, 2009, by W2007 Fresca Gen-Par, L.L.C., a Delaware limited liability company, as the general partner (“General Partner”), and W2007 ACEP First Mezzanine B Borrower, L.P., a Delaware limited partnership, as the limited partner (“Limited Partner”; and together with General Partner, the “Partners”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Partnership Agreement.
FORM OF EXCHANGE AGENT AGREEMENTAquarius Gaming LLC • September 30th, 2009 • Services-miscellaneous amusement & recreation • New York
THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF CHARLIE’S HOLDING LLCOperating Agreement • September 30th, 2009 • Aquarius Gaming LLC • Services-miscellaneous amusement & recreation • Delaware
This Third Amended and Restated Operating Agreement (the “Agreement”) is made on the date set forth below by the undersigned member pursuant to and in accordance with the Delaware Limited Liability Company Act (the “Act”).
FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF W2007 STRATOSPHERE PROPCO, L.P.Aquarius Gaming LLC • September 30th, 2009 • Services-miscellaneous amusement & recreation • Delaware
THIS FIRST AMENDMENT (this “Amendment”) TO THE LIMITED PARTNERSHIP AGREEMENT OF W2007 STRATOSPHERE PROPCO, L.P. dated February 20, 2008 (the “Partnership Agreement”) is entered into as of June 25, 2009, by W2007 Stratosphere Gen-Par, L.L.C., a Delaware limited liability company, as the general partner (“General Partner”), and W2007 ACEP First Mezzanine A Borrower, L.P., a Delaware limited partnership, as the limited partner (“Limited Partner”; and together with General Partner, the “Partners”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Partnership Agreement.
SECOND AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF W2007 AQUARIUS PROPCO, L.P.Limited Partnership Agreement • September 30th, 2009 • Aquarius Gaming LLC • Services-miscellaneous amusement & recreation • Delaware
THIS SECOND AMENDMENT (this “Second Amendment”) TO THE LIMITED PARTNERSHIP AGREEMENT OF W2007 AQUARIUS PROPCO, L.P. dated February 20, 2008 (the “Partnership Agreement”), as amended by that FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF W2007 AQUARIUS PROPCO, L.P. dated June 25, 2009, is entered into as of September 24, 2009, by W2007 Aquarius Gen-Par, L.L.C., a Delaware limited liability company, as the general partner (“General Partner”), and W2007 ACEP First Mezzanine B Borrower, L.P., a Delaware limited partnership, as the limited partner (“Limited Partner”; and together with General Partner, the “Partners”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Partnership Agreement.
FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF W2007 ARIZONA CHARLIE’S GEN-PAR, L.L.C.Limited Liability Company Agreement • September 30th, 2009 • Aquarius Gaming LLC • Services-miscellaneous amusement & recreation • Delaware
THIS FIRST AMENDMENT (this “Amendment”) TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF W2007 ARIZONA CHARLIE’S GEN-PAR, L.L.C., a Delaware limited liability company (the “Company”) dated February 20, 2008 (the “LLC Agreement”) is entered into as of June 25, 2009, by (i) W2007 ACEP First Mezzanine B Borrower, L.P., a Delaware limited partnership, in its capacity as the sole economic member of the Company (the “Economic Member”); and (ii) Dennis E. Howarth and Carolyn Danielsson individually in their capacity as the non-economic members of the Company (the “Non-Economic Members”) (the Economic Member and the Non-Economic Members, and any additional or substitute members of the Company are hereinafter each referred to as a “Member” and collectively referred to as the “Members” of the Company). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the LLC Agreement.
