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ACEP receives consent from note holders

14 Jan 2008

LAS VEGAS, Nevada -- (PRESS RELEASE) -- American Casino & Entertainment Properties LLC ("ACEP") announced today that, with respect to its previously announced tender offer to purchase all of the $215 million principal amount of the outstanding 7.85% Senior Secured Notes due 2012 co-issued by ACEP and American Casino & Entertainment Finance Corp. (the "Notes"), ACEP has received valid tenders and consents from holders of $215 million aggregate principal amount of the Notes, representing 100% of the Notes outstanding as of the Consent Date (as defined below). The consents received exceeded the amount needed to approve the adoption of the proposed amendments to the Indenture under which the Notes were issued, including the proposed amendments to release the security interests in the collateral securing the Notes and to release each guarantor from its obligations under its guarantee of the Notes. Accordingly, ACEP also announced today that it executed a supplemental indenture relating to the Notes, which became effective upon execution but provides that the proposed amendments will not become operative until acceptance of, and final payment for, the Notes on the Payment Date (as defined below).

The consent deadline pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement dated December 28, 2007 (the "Statement") was 5:00 p.m., New York City time, on January 11, 2008 (the "Consent Date"). The right to withdraw the tendered Notes and to revoke delivered consents terminated on the Consent Date, except in limited circumstances or as otherwise required by law.

On the payment date, expected to be on or about January 29, 2008 (the "Payment Date"), holders of the Notes will receive, for each $1,000 principal amount of the Notes tendered, consideration equal to $1,040.75, which includes a $10.00 consent payment. Accrued and unpaid interest will be paid on all Notes tendered and accepted for purchase.

The tender offer and consent solicitation for the Notes is being conducted in connection with the previously announced acquisition of ACEP (the "Acquisition") by W2007/ACEP Holdings, LLC, an affiliate of Whitehall Street Real Estate Funds, a series of real estate investment funds sponsored and managed by The Goldman Sachs Group Inc. and its affiliates.

As described in the Statement, the acceptance of the Notes for purchase pursuant to the tender offer and consent solicitation is subject to the satisfaction or waiver of certain conditions, including, but not limited to, the satisfaction or waiver of all conditions precedent to the consummation of the Acquisition, and the expectation that the Acquisition will be consummated immediately following the Expiration Date. No assurance can be given that such conditions will be satisfied in a timely manner or at all.

 
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