Exhibit 3.40

FIRST

AMENDMENT
TO
AMENDED & RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
W2007 ACEP FIRST MEZZANINE B BORROWER, L.P.

Dated as of September 24, 2009

THIS FIRST AMENDMENT (this “ First Amendment ”) TO THE AMENDED & RESTATED LIMITED PARTNERSHIP AGREEMENT OF W2007 ACEP FIRST MEZZANINE B BORROWER, L.P. dated June 25, 2009 (the “ Partnership Agreement ”) is entered into as of September 24, 2009, by W2007 ACEP First Mezzanine B Gen-Par, L.L.C., a Delaware limited liability company, as the general partner (“ General Partner ”), and Aquarius Gaming LLC, a Nevada Limited Liability Company, Arizona Charlie’s, LLC, a Nevada limited liability company and Fresca, LLC, a Nevada 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 B 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, provided that such Indemnified Person shall promptly repay to the Partnership the amount of any such reimbursed expenses paid to such Indemnified Person if it