0000950123-06-003295 Sample Contracts

UNDERTAKING
Undertaking • March 16th, 2006 • American Casino & Entertainment Properties LLC • 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”).

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TAX ALLOCATION AGREEMENT
Tax 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).

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