Exhibit 3.35
FIRST
AMENDMENT
TO
AMENDED AND RESTATED LIMITED PARTNERSHIP
AGREEMENT
OF
W2007 ACEP FIRST MEZZANINE A BORROWER,
L.P.
Dated as of September 24, 2009
THIS FIRST AMENDMENT (this “
First Amendment ”) TO THE AMENDED AND RESTATED LIMITED
PARTNERSHIP AGREEMENT OF W2007 ACEP FIRST MEZZANINE A BORROWER,
L.P. dated June 25, 2009 (the “ Partnership
Agreement ”), is entered into as of September 24,
2009, by W2007 ACEP First Mezzanine A Gen-Par, L.L.C., a Delaware
limited liability company, as the general partner (“
General Partner ”), and Stratosphere LLC, a Delaware
limited liability company, Stratosphere Gaming LLC, a Nevada
limited liability company, and Stratosphere Land LLC, a Delaware
limited liability company, individually in their capacity as the
limited partners of the Partnership (each a “ Limited
Partner ” and collectively, the “ Limited
Partners ”; and together with General Partner, the
“ Partners ”). All capitalized terms used
herein and not otherwise defined shall have the meanings assigned
to them in the Partnership Agreement.
WHEREAS, W2007 ACEP First Mezzanine
A Borrower, L.P. (the “ Partnership ”) and the
Partners desire to amend the Partnership Agreement to provide for
certain indemnification by the Partnership of the Partners and the
Partners’ respective stockholders, members, owners, partners,
directors, officers, employees and agents.
NOW, THEREFORE, the Partners hereby
amend the Partnership Agreement as follows:
1.
There shall be a new Section 28 of the Partnership Agreement
as follows:
28.
Indemnification of Indemnified Persons . To the
fullest extent permitted by applicable law, in the event that any
Partner, 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 Partnership’s business or affairs,
the Partnership will periodically reimburse such Indemnified Person
for its legal and other expenses (including the cost of any
investigation and preparation) incurred in connection
therewith,
