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”).
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.
