Exhibit 3.75
SECOND
AMENDMENT
TO
LIMITED PARTNERSHIP AGREEMENT
OF
W2007 STRATOSPHERE LAND PROPCO, L.P.
Dated as of September 24, 2009
THIS SECOND AMENDMENT (this “
Second Amendment ”) TO THE LIMITED PARTNERSHIP
AGREEMENT OF W2007 STRATOSPHERE LAND PROPCO, L.P. dated
February 20, 2008 (the “ Partnership Agreement
”), as amended by that FIRST AMENDMENT TO THE LIMITED
PARTNERSHIP AGREEMENT OF W2007 STRATOSPHERE LAND PROPCO, L.P. dated
June 25, 2009, is entered into as of September 24, 2009,
by W2007 Stratosphere Land 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 Land
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,
