First Modification To Deed of Trust

EXHIBIT 10.7 APNs: 138-36-701-021, 138-36-701-022,
138-36-712-023, 138-36-702-001, 138-36-802-002,
138-26-802-003, 138-36-701-018When Recorded Return To:Matthew Weidner, Esq.
Latham & Watkins LLP
885 Third Avenue, Suite 1000
New York, New York 10022-4834Mail Property Tax Statements to:Stratosphere Corporation
Accounts Payable
2000 Las Vegas Boulevard South
Las Vegas, Nevada 89104FIRST MODIFICATION TO
DEED OF TRUST, LEASEHOLD DEED OF TRUST,
ASSIGNMENT OF RENTS AND LEASES,
SECURITY AGREEMENT AND FIXTURE FILINGMADE BYARIZONA CHARLIE' S, LLC
as TRUSTOR,toLAWYERS TITLE OF NEVADA,
as Trustee,
for the benefit ofBEAR STEARNS CORPORATE LENDING INC.,
in its capacity as Administrative Agent, for the benefit of the Secured Parties,
as BeneficiaryRelating to Premises in:Clark County, NevadaDATED: As of May 9, 2006Maximum Amount of Indebtedness
Secured Hereby is $60,000,000


FIRST MODIFICATION TO
DEED OF TRUST, LEASEHOLD DEED OF TRUST,
ASSIGNMENT OF RENTS AND LEASES,
SECURITY AGREEMENT AND FIXTURE FILING THIS FIRST MODIFICATION TO DEED OF TRUST, LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING (" Modification Agreement" ) is made as of May 9, 2006, by ARIZONA CHARLIE' S, LLC, a Nevada limited liability company, whose address is 740 S. Decatur Boulevard, Las Vegas, Nevada 89107 (together with all successors and assigns of the Trust Estate, " Trustor" ), to LAWYERS TITLE OF NEVADA, whose address is 1210 S. Valley View Boulevard, Las Vegas, Nevada 90102, as trustee (" Trustee" ), for the benefit of BEAR STEARNS CORPORATE LENDING INC., (" Beneficiary" ), whose address is 383 Madison Avenue, 8 th floor, New York, New York 10179, in its capacity as administrative agent (together with its substitutes, successors and assignees in such capacity, the " Administrative Agent" ) under the Credit Agreement (as defined below), for the benefit of the Secured Parties. RECITALS WHEREAS, Trustor has entered into an Amended and Restated Credit Agreement dated as of the date hereof, by and among the American Casino & Entertainment Properties LLC, a Delaware limited liability company (" ACEP" ), certain Subsidiaries of ACEP, the several banks and other financial institutions or entities from time to time party thereto (the " Lenders" ), Bear Stearns Corporate Lending Inc., as syndication agent (in such capacity and together with its successors, substitutes and assigns in such capacity, the " Syndication Agent" ), Bear, Stearns & Co. Inc., as sole lead arranger and sole bookrunner (in such capacities, and together with its successors, substitutes and assigns in each such capacity, the " Lead Arranger" ), and the Administrative Agent (hereinafter the " First Amendment" ), which amends, modifies and supplements that certain Credit Agreement, dated as of January 29, 2004, by and among ACEP, certain Subsidiaries of ACEP, certain banks and other financial institutions (the " Existing Lenders" ), Bear Stearns & Co. Inc., as Sole Lead Arranger and Sole Bookrunner, Bear Stearns Corporate Lending Inc., as Syndication Agent and Bear Stearns Corporate Lending Inc. as Administrative Agent (the " Original Credit Agreement" , as amended by the First Amendment and as further amended, supplemented or modified from time to time, the " Credit Agreement" ); capitalized terms used herein but not otherwise defined shall have the meaning set forth for such terms in the Credit Agreement; WHEREAS, in connection with the execution and delivery of the Original Credit Agreement, Trustor entered into that certain Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing (the " Original Deed of Trust" ) dated as of May 26, 2004 and recorded May 26, 2004 as Instrument Number 20040526-04500 among the official records of Clark County, Nevada, granting to Trustee for the benefit of the Beneficiary a security interest in that certain real property located in the County ...