FIRST AMENDMENT TO OPERATING AGREEMENT OF STRATOSPHERE DEVELOPMENT LLC

Exhibit 3.19

FIRST AMENDMENT TO OPERATING AGREEMENT
OF
STRATOSPHERE DEVELOPMENT LLC

THIS FIRST AMENDMENT (this “Amendment”) TO OPERATING AGREEMENT OF STRATOSPHERE DEVELOPMENT LLC (the “Operating Agreement”) made as of this 4th day of November, 2002, by and among the undersigned, Stratosphere Corporation, which constitutes the Stratosphere member (“Stratosphere Member”), Arizona Charlie’s, Inc. which constitutes the Arizona Member (“Arizona Member”) and Fresca, LLC, which constitutes the Fresca, LLC Member (“Fresca Member”) of Stratosphere Development LLC, a Delaware limited-liability company (the “Company”), and the Company.  All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Operating Agreement.

1.                                        Section 5.1 of the Operating Agreement is hereby amended to delete the phrase “Subject to Section 5.2” in the first line of the paragraph.

2.                                        The first sentence of Section 6.1 of the Operating Agreement is hereby amended and r