Exhibit 3.68
SECOND
AMENDMENT
TO
LIMITED PARTNERSHIP AGREEMENT
OF
W2007 STRATOSPHERE PROPCO, L.P.
Dated as of September 24, 2009
THIS SECOND AMENDMENT (this “
Second Amendment ”) TO THE LIMITED PARTNERSHIP
AGREEMENT OF W2007 STRATOSPHERE PROPCO, L.P. dated
February 20, 2008 (the “ Partnership Agreement
”), as amended by that FIRST AMENDMENT TO THE LIMITED
PARTNERSHIP AGREEMENT OF W2007 STRATOSPHERE PROPCO, L.P. dated
June 25, 2009, is entered into as of September 24, 2009,
by W2007 Stratosphere Gen-Par, L.L.C., a Delaware limited liability
company, as the general partner (“ General Partner
”), and W2007 ACEP First Mezzanine A 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 Stratosphere Propco,
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,
