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EXHIBIT I
TO
PARTICIPATION AGREEMENT
[FORM OF XXXX OF SALE]
Stratosphere Gaming Corp., a Nevada corporation ("Seller"), is the
owner of certain items of equipment and other personal property described on
Schedule I hereto (together with all repairs, parts, supplies, accessories,
equipment and devices affixed thereto or installed thereon, and all warranties,
covenants and representations of any manufacturer or vendor thereof, the "Items
of Equipment").
Seller sells, grants, conveys, transfers and assigns all of its
right, title and interest, whether now owned or hereafter acquired, to the Items
of Equipment to First Security Trust Company of Nevada, not in its individual.
capacity, but solely as trustee ("Buyer") under that certain Lease Agreement,
dated as of May 28, 1999, between Seller and Buyer (the "Lease"; capitalized
terms not otherwise defined herein being used as defined therein).
Seller warrants to Buyer, its successors and assigns, that there is
conveyed to Buyer good title to the Items of Equipment covered hereby, free and
clear of all liens, claims, rights or encumbrances of others (except the rights
of Seller pursuant to the Lease and Permitted Liens) and Seller will warrant and
defend such title forever against all claims and demands whatsoever.
This Xxxx of Sale has been delivered in Nevada and the rights and
obligations of the parties under this Xxxx of Sale and shall be governed by, and
construed and interpreted in accordance with, the laws of the State of Nevada,
excluding all choice of laws and conflict of laws rules of such state.
IN WITNESS WHEREOF, Seller has caused this Xxxx of Sale to be
executed and delivered by one of its duly authorized officers on May 28, 1999
[Advance Date].
STRATOSPHERE GAMING CORP.
By:
Name: Xxxxxx X. Xxxxxxx
Title: Vice President-Administration/
Chief Financial Officer
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SCHEDULE I
TO
XXXX OF SALE
EQUIPMENT LIST
(see Schedule I to the Participation Agreement, dated as of
May 28, 1999, among Seller, Buyer and the other parties
thereto)
