Exhibit 3.64
FIRST
AMENDMENT
TO
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
W2007 STRATOSPHERE GEN-PAR, L.L.C.
Dated as of June 25, 2009
THIS FIRST AMENDMENT (this “
Amendment ”) TO THE AMENDED AND RESTATED LIMITED
LIABILITY COMPANY AGREEMENT OF W2007 STRATOSPHERE GEN-PAR, L.L.C.,
a Delaware limited liability company (the “ Company
”) dated February 20, 2008 (the “ LLC
Agreement ”) is entered into as of June 25, 2009, by
(i) W2007 ACEP First Mezzanine A Borrower, L.P., a Delaware
limited partnership, in its capacity as the sole economic member of
the Company (the “ Economic Member ”); and
(ii) Dennis E. Howarth and Carolyn Danielsson individually in
their capacity as the non-economic members of the Company (the
“ Non-Economic Members ”) (the Economic Member
and the Non-Economic Members, and any additional or substitute
members of the Company are hereinafter each referred to as a
“ Member ” and collectively referred to as the
“ Members ” of the Company). All
capitalized terms used herein and not otherwise defined shall have
the meanings assigned to them in the LLC Agreement.
WHEREAS, the Economic Member desires
to incur indebtedness in the original principal amount of three
hundred and fifty million dollars ($350,000,000) (the “
Loan ”) evidenced by that certain loan agreement,
dated as of the date hereof (as the same may be amended,
supplemented or otherwise modified from time to time in accordance
with the terms thereof, the “ Loan Agreement ”),
among Goldman Sachs Commercial Mortgage Capital, L.P., a Delaware
limited partnership, as lender (“ Lender ”),
Archon Group, L.P., as administrative agent, Wells Fargo Bank,
N.A., as collateral agent, and American Casino &
Entertainment Properties LLC, a Delaware limited liability company,
Arizona Charlie’s, LLC, a Nevada limited liability company,
Fresca, LLC, a Nevada limited liability company, Stratosphere
Gaming LLC, a Nevada limited liability company, Aquarius Gaming
LLC, a Nevada limited liability company, the Economic Member, W2007
ACEP First Mezzanine B Borrower, L.P., a Delaware limited
partnership, W2007 Aquarius Propco, L.P., a Delaware limited
partnership, W2007 Stratosphere Propco, L.P., a Delaware limited
partnership, W2007 Stratosphere Land Propco, L.P., a Delaware
limited partnership, W2007 Arizona Charlie’s Propco, L.P., a
Delaware limited partnership, and W2007 Fresca Propco, L.P., a
Delaware limited partnership, as borrowers; and
