THE GOLDMAN SACHS GROUP, INC. 85 Broad Street New York, New York 10004 GOLDMAN, SACHS & CO. 85 Broad Street New York, New York 10004
EXHIBIT 24
THE XXXXXXX XXXXX GROUP, INC.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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XXXXXXX, XXXXX & CO.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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January 31, 2010
Xxxx Xxxx
Xxxxx Xxxxxxx
00 Xxxxx Xxxxxx
New York, New York 10004
Re: American Casino & Entertainment Properties, LLC (“ACEP”)
Gentlemen:
This letter will set forth the agreement between The Xxxxxxx Xxxxx Group, Inc. (“GS Group”) and Xxxxxxx, Xxxxx & Co. (“GS&Co.” and, together with GS Group, “Goldman”) and Xxxx Xxxx and Xxxxx Xxxxxxx (collectively, the “Independent Managers”).
Goldman understands that Xx. Xxxx has agreed to acquire Xxxxxxxx Xxxxxx’x one-third membership interest in W2007/ACEP Managers Voteco, LLC (“Voteco”), the holding company which owns all of the voting shares of ACEP (the “Voting Shares”), and that Xx. Xxxxxxx has agreed to acquire Xxxxx Xxxxxx’x one-third membership interest in Voteco. Goldman further understands that the Independent Managers are making application to the Nevada Gaming Commission and other relevant regulatory authorities for approval to participate in the ownership and management of the gaming operations of ACEP (the “Gaming Operations”) in connection with the acquisition of the Voting Shares.
Goldman agrees that it will not take any action to influence the Independent Managers in the exercise of their management or voting rights in respect of the Gaming Operations, and Goldman hereby authorizes the Independent Managers to exercise such rights independently of, and without consultation with, Goldman. Furthermore, GS&Co. agrees that it will not take such action in respect of the Gaming Operations in its role as investment advisor to Whitehall Street Global Real Estate Limited Partnership 2007, Whitehall Parallel Global Real Estate Limited Partnership 2007 and Whitehall
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Re: American Casino & Entertainment Properties, LLC (“ACEP”)
Street Global Employee Fund 2007, L.P. or in its role as a manager of Whitehall Street Employee Fund 2007 GP, LLC.
If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this letter, whereupon this letter will constitute our agreement with respect to the subject matter hereof.
Sincerely,
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THE XXXXXXX XXXXX GROUP, INC.
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By:
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/s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Chief Financial Officer
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XXXXXXX, XXXXX & CO.
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By:
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/s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Chief Financial Officer
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AGREED AND ACCEPTED:
/s/ Xxxx Xxxx
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Xxxx Xxxx
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/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
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