AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC, ACEP FINANCE CORP., AND EACH OF THE GUARANTORS PARTY HERETO 11% SENIOR SECURED NOTES DUE 2014 INDENTURE Dated as of August 14, 2009 THE BANK OF NEW YORK MELLON, TrusteeIndenture • August 19th, 2009 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York
INDENTURE dated as of August 14, 2009 among American Casino & Entertainment Properties LLC (“ACEP” or the “Company”), a Delaware limited liability company and issuer of the Notes, ACEP Finance Corp. (“ACEP Finance,” and together with the Company, the “Issuers” and each an “Issuer”), a Delaware corporation and co-issuer of the Notes, the Guarantors (as defined below) and The Bank of New York Mellon (the “Trustee”), as trustee.
American Casino & Entertainment Properties LLC ACEP Finance Corp. 11% Senior Secured Notes due 2014 fully and unconditionally guaranteed as to the payment of principal, premium, if any, interest and special interest, if any, by the Guarantors listed...Exchange and Registration Rights Agreement • August 19th, 2009 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York
American Casino & Entertainment Properties LLC, a Delaware limited liability company (“ACEP” or the “Company”) and ACEP Finance Corp., a Delaware corporation (together with ACEP, the “Issuers”), propose to issue and sell to the Purchaser (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $375,000,000 in aggregate principal amount of the Issuers’ 11% Senior Secured Notes due 2014, which are fully and unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchaser thereunder, the Issuers and the Guarantors agree with the Purchaser for the benefit of holders (as defined herein) from time to time of the Entitled Securities (as defined herein) as follows:
COLLATERAL TRUST AGREEMENT dated as of August 14, 2009 among AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC, ACEP FINANCE CORP., the GUARANTORS from time to time party hereto, THE BANK OF NEW YORK MELLON, as Trustee under the Indenture and THE BANK OF...Collateral Trust Agreement • August 19th, 2009 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York
This Collateral Trust Agreement (this “Agreement”) is dated as of August 14, 2009 and is by and among American Casino & Entertainment Properties LLC, a Delaware limited liability company (“ACEP”), ACEP Finance Corp., a Delaware corporation (together with ACEP, each an “Issuer” and, collectively, the “Issuers”), the Guarantors from time to time party hereto, The Bank of New York Mellon, as Trustee (as defined below), and The Bank of New York Mellon, as Collateral Trustee (in such capacity and, together with its successors and assigns in such capacity, the “Collateral Trustee”).
PLEDGE AND SECURITY AGREEMENT dated as of August 14, 2009 among EACH OF THE GRANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON, as Collateral TrusteePledge and Security Agreement • August 19th, 2009 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of August 14, 2009 (this “Agreement”), among American Casino & Entertainment Properties LLC, a Delaware limited liability company (“ACEP”), ACEP Finance Corp., a Delaware corporation (“ACEP Finance” and together with ACEP, the “Issuers”), and each of the subsidiaries of ACEP party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (together with the Issuers, each individually, a “Grantor” and collectively, the “Grantors”), and The Bank of New York Mellon, as collateral trustee for the Secured Parties (as herein defined) (in such capacity, together with its successors and permitted assigns, the “Collateral Trustee”).
