Exhibit 3.53
FIRST
AMENDMENT
TO
LIMITED PARTNERSHIP AGREEMENT
OF
W2007 ARIZONA CHARLIE’S PROPCO, L.P.
Dated as of June 25,
2009
THIS FIRST AMENDMENT (this “
Amendment ”) TO THE LIMITED PARTNERSHIP AGREEMENT OF
W2007 ARIZONA CHARLIE’S PROPCO, L.P. dated February 20,
2008 (the “ Partnership Agreement ”) is entered
into as of June 25, 2009, by W2007 Arizona Charlie’s
Gen-Par, L.L.C., a Delaware limited liability company, as the
general partner (“ General Partner ”), and W2007
ACEP First Mezzanine B Borrower, L.P., a Delaware limited
partnership, as the limited partner (“ Limited Partner
”; 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 Arizona Charlie’s Propco,
L.P., a Delaware limited partnership (the “
Partnership ”) 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
Partnership, the Limited Partner, W2007 Aquarius Propco, L.P., a
Delaware limited partnership, W2007 ACEP First Mezzanine A
Borrower, 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, and W2007 Fresca
Propco, L.P., a Delaware limited partnership, as borrowers;
and
WHEREAS, as a condition to Lender
providing the Loan to the Partnership, Lender has required that the
Partnership amend the Partnership Agreement in the following
manner.
NOW, THEREFORE, the Partners hereby
amend the Partnership Agreement as follows:
1.
Section 2(a) of the
Partnership Agreement shall be deleted in its entirety and replaced
by the following:
2. Purpose. (a)
The Partnership is continued solely for the purpose of acquiring,
financing, refinancing, holding, developing, owning, selling,
leasing, transferring, exchanging, managing, maintaining and
operating the Property, entering into and performing its
obligations under the Loan Documents (as defined below),
refinancing the Property in connection with a permitted repayment
of the Loan (as defined below) in accordance with the Loan
Agreement (as defined below) and transacting any and all lawful
business that is incident, necessary and appropriate to accomplish
the foregoing. Notwithstanding anything contained herein to
the contrary, unless and until that certain loan in the original
principal amount of three hundred and fifty million dollars
($350,000,000) (the “ Loan ”) and 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 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 Partnership, the Limited Partner, W2007 Aquarius
Propco, L.P., a Delaware limited partnership, W2007 ACEP First
Mezzanine A Borrower, 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, and
W2007 Fresca Propco, L.P., a Delaware limited partnership, as
borrowers, is no longer outstanding, or unless otherwise approved
by Lender or Administrative Agent (as directed by the Required
Lenders), the Partnership shall not engage in any business, and it
shall have no purpose, unrelated to that described in the first
sentence of this Section 2(a) (except to the extent
expressly permitted in the Loan Agreement) and shall not acquire
any real property or own assets other than such assets and
interests as are necessary or desirable and are not prohibited by
the
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