Exhibit 3.28
SECOND AMENDMENT TO THE AMENDED
AND RESTATED
OPERATING AGREEMENT OF
STRATOSPHERE LEASING, LLC
This Second Amendment (the
“Second Amendment”) to the Amended and Restated
Operating Agreement (the “Agreement”) of Stratosphere
Leasing, LLC (the “Company”) is entered into by
Stratosphere LLC, a Delaware limited liability company, the sole
member of the Company (the “Member”), as of the 24th
day of September 2009. Unless otherwise indicated in
this Second Amendment, all defined terms set forth herein have the
meaning ascribed to such terms in the Agreement.
WHEREAS, the Member of the Company
as of the date hereof desires to amend the Agreement to provide for
certain indemnification by the Company.
NOW, THEREFORE, in order to
accomplish the foregoing, the Agreement is hereby amended by adding
the following new section 19:
“19.
Indemnification of Indemnified Persons . To the
fullest extent permitted by applicable law, in the event that any
Member, or any of its direct or indirect partners, directors,
managing directors, managers, officers, stockholders, employees,
agents, affiliates or controlling persons (an “
Indemnified Person ”) becomes involved, in any
capacity, in any threatened, pending or completed action,
proceeding or investigation, in connection with any matter arising
out of or relating to the Company’s business or affairs, the
Company will periodically reimburse such Indemnified Person for its
legal and other expenses (including the cost of any investigation
and preparation) incurred in connection therewith, provided that
such Indemnified Person shall promptly repay to the Company the
amount of any such reimbursed expenses paid to such Indemnified
Person if it shall ultimately be determined that such Indemnified
Person is not entitled to be indemnified by the Company in
connection with such action, proceeding or investigation as
provided in the exception contained in the next succeeding
sentence. To the fullest extent
