U.S. Bankruptcy Court District of Nevada (Las Vegas) Bankruptcy …lopucki.law.ucla.edu/Professional_Fees/Fee applications... · 2011. 1. 20. · STRATOSPHERE CORPORATION, A NEVADA

JNTADMN, LEAD, EXHS, CLOSED

U.S. Bankruptcy CourtDistrict of Nevada (Las Vegas)

Bankruptcy Petition #: 97-20554-lk

Assigned to: LLOYD KINGChapter 11VoluntaryAsset

Date filed: 01/27/1997Date terminated: 02/11/2004

Consolidated DebtorSTRATOSPHERE GAMING CORP., ANEVADA CORP2000 LAS VEGAS BLVD SLAS VEGAS, NV 89104( )Tax ID / EIN: 88-0320164

represented by GIBSON DUNN & CRUTCHER333 S GRAND AVELOS ANGELES, CA 90071(213) 229-7000

MASLON EDELMAN BORMAN& BRAND PLLP90 S 7TH STMINNEAPOLIS, MN 55402

MCGROARTY & LANE801 S RANCHO DR #E1LAS VEGAS, NV 89106(702) 388-1717

SCHRECK MORRIS300 S 4TH ST #1200LAS VEGAS, NV 89101(702) 382-2101

GERALD M GORDON3960 HOWARD HUGHES PKY 9THFLRLAS VEGAS, NV 89169(702) 796-5555Fax : (702) 369-2666Email:[email protected]

JAMES P MANISCALCO333 S GRAND AVELOS ANGELES, CA 90071(213) 229-7000

KIRK B LENHARD3773 HOWARD HUGHES PKY3RD FLR SLAS VEGAS, NV 89109

LIVE ECF https://ecf.nvb.uscourts.gov/cgi-bin/DktRpt.pl?918485692567214-L_908_0-1

1 of 336 1/20/2011 11:59 AM

(702) 734-2220

THOMAS H. FELL3960 HOWARD HUGHES PKY 9THFLRLAS VEGAS, NV 89169(702) 796-5555Fax : (702) 369-2666Email: [email protected]

DebtorSTRATOSPHERE CORPORATION, ADELAWARE CORPORATION2000 LAS VEGAS BLVD SLAS VEGAS, NV 89104( )Tax ID / EIN: 88-0292318

represented by GIBSON DUNN & CRUTCHER(See above for address)

MASLON EDELMAN BORMAN& BRAND PLLP(See above for address)

MCGROARTY & LANE(See above for address)

SCHRECK MORRIS(See above for address)

GERALD M GORDON(See above for address)

JAMES P MANISCALCO(See above for address)

JEFFREY D DINTZER333 S GRAND AVELOS ANGELES, CA 90071(213) 229-7000

KIRK B LENHARD(See above for address)

THOMAS H. FELL(See above for address)

Filing Date # Docket Text

01/27/1997 1

Voluntary Petition missing documents: Disclosure of Aty CompensationDue on 2/11/97 [ Filing Fee $ 800.00 Receipt # 99635] [DeputyClerk](Entered: 01/27/1997)

01/27/1997 2

Order for 341 Meeting of Creditors Scheduled For 2:00 3/5/97 At Room435, Las Vegas ;Last Day to File Proofs Of Claim: 6/3/97 [DeputyClerk](Entered: 01/27/1997)


2 of 336 1/20/2011 11:59 AM

01/27/1997 3

Court's Notice and Order To Show Cause To Consider Dismissal ForFailure of Debtor To Timely File Statements, Schedules, Lists Hearing SetFor: 9:00 2/25/97 at: Courtroom #1 w/crtmlg [DeputyClerk] (Entered:01/27/1997)

01/27/1997 4

Case Reassigned. Involvement of Judge ROBERT C. JONES Terminated.Judge GREGG ZIVE in 97-20554 Assigned. [Moore,KA] (Entered:01/28/1997)

01/27/1997 5

Ex Parte Application By Debtor STRATOSPHERE CORPORATION, ANEVADA CORPO To Employ Gordon & Silver, LTD w/ex A and B.[Moore,KA] (Entered: 01/28/1997)

01/27/1997 6

Affidavit BY: [Thomas Fell] GERALD M GORDON for DebtorSTRATOSPHERE CORPORATION, A NEVADA CORPO RE: [5-1]Application To Employ Gordon & Silver, LTD by STRATOSPHERECORPORATION, A NEVADA CORPO [Moore,KA] (Entered:01/28/1997)

01/27/1997 7

Affidavit BY: [Jeffrey Silver] GERALD M GORDON for DebtorSTRATOSPHERE CORPORATION, A NEVADA CORPO RE: [5-1]Application To Employ Gordon & Silver, LTD by STRATOSPHERECORPORATION, A NEVADA CORPO [Moore,KA] (Entered:01/28/1997)

01/27/1997 8

Ex Parte Motion By Debtor STRATOSPHERE CORPORATION, ANEVADA CORPO and Stratosphere Gaming Corp For Permission To UseCash Collateral and Related Relief w/P&A's, ex A and ex 1 thru 7.[Moore,KA] (Entered: 01/28/1997)

01/27/1997 9

Notice BY: Debtor STRATOSPHERE CORPORATION, A NEVADACORPO and Stratosphere Gaming Corp RE: Designation of ResponsiblePersons; Andrew Blumen, Executive Vice President and General Counseland Thomas A. Lettero, Chief Financial Officer [Moore,KA] (Entered:01/28/1997)

01/27/1997 10

Ex Parte Motion by Debtor STRATOSPHERE CORPORATION, ANEVADA CORPO and STRATOSPHERE GAMING CORP [JointAdministration Pending] For Order Fixing Time Within Which Proofs ofClms Must be Fld w/P&A's and ex A and B. [Moore,KA] (Entered:01/28/1997)

01/27/1997 11

Motion By Debtor STRATOSPHERE CORPORATION, A NEVADACORPO and STRATOSPHERE GAMING CORP For JointAdministration of Cases BK-S-97-20554GWZ and BK-S-97-20555GWZw/P&A's. [Moore,KA] (Entered: 01/28/1997)

01/27/1997 12Affidavit BY: Interested Party ANDREW BLUMEN RE: [11-1] MotionFor Joint Administration of Cases BK-S-97-20554GWZ and


3 of 336 1/20/2011 11:59 AM

BK-S-97-20555GWZ by STRATOSPHERE CORPORATION, ANEVADA CORPO [Moore,KA] (Entered: 01/28/1997)

01/27/1997 13

Ex Parte Motion By Debtor STRATOSPHERE CORPORATION, ANEVADA CORPO and STRATOSPHERE GAMING CORP [Joint AdmnPending] To Limit Notice RE: [ [11-1] Motion For Joint Administration ofCases BK-S-97-20554GWZ and BK-S-97-20555GWZ bySTRATOSPHERE CORPORATION, A NEVADA ] w/P&A's.[Moore,KA] (Entered: 01/28/1997)

01/27/1997 14

Ex Parte Motion By Debtor STRATOSPHERE CORPORATION, ANEVADA CORPO and STRATOSPHERE GAMING CORP [Joint AdmnPending] To Expedite Hearing Re: [ [11-1] Motion For JointAdministration of Cases BK-S-97-20554GWZ and BK-S-97-20555GWZby STRATOSPHERE CORPORATION, A NEVADA ] w/afdt of ThomasFell in Support. [Moore,KA] (Entered: 01/28/1997)

01/27/1997 15

Order Granting [13-1] Motion To Limit Notice RE: [ [11-1] Motion ForJoint Administration of Cases BK-S-97-20554GWZ andBK-S-97-20555GWZ by STRATOSPHERE CORPORATION, ANEVADA ] by STRATOSPHERE CORPORATION, A NEVADACORPO; ORDERED that ntc of the Mtn of the Hrg on Dbtrs Mtn forJoint Administration shall be lmt'd to the USTR, counsel for the Ad HocCommittee of Bondholders, the 20 largest unsecured creditors, counsel forthe IRS, counsel for the NV Gaming Control Board, counsel for theSecurities Exchange Commission, and other counsel that requested specialntc i these proceedings; cc US TR. [Moore,KA] (Entered: 01/28/1997)

01/27/1997 16

Order and Ntc Granting [14-1] Motion To Expedite Hearing Re: [ [11-1]Motion For Joint Administration of Cases BK-S-97-20554GWZ andBK-S-97-20555GWZ by STRATOSPHERE CORPORATION, ANEVADA ] by STRATOSPHERE CORPORATION, A NEVADACORPO Hearing reset To 4:00 1/27/97 at Courtroom #1 . [Moore,KA](Entered: 01/28/1997)

01/27/1997 17

Joint Chapter 11 Plan Of Reorganization Filed By DebtorSTRATOSPHERE CORPORATION, A NEVADA CORPO,STRATOSPHERE GAMING CORP [JOINT ADMIN PENDING]Interested Party GRAND CASINO'S INC, Interested PartySTRATOSPHERE LAND CORP. Plan #: 1 [Moore,KA] (Entered:01/28/1997)

01/28/1997 18Order and Notice to File Claims; Bar Date is Set for 03/14/97.[Moore,KA] (Entered: 01/28/1997)

01/28/1997 Update Deadline ;Proofs of Claim Due on 3/14/97 [Moore,KA] (Entered:01/28/1997)


4 of 336 1/20/2011 11:59 AM

01/28/1997 19

Order Granting [5-1] Application To Employ Gordon & Silver, LTD bySTRATOSPHERE CORPORATION, A NEVADA CORPO; cc US TR[Moore,KA] (Entered: 01/28/1997)

01/28/1997 20

Order Granting [8-1] Motion For Permission To Use Cash Collateral andRelated Relief, and Granting Replacement Liens and Other AdqProtection; by STRATOSPHERE CORPORATION, NEVADA CORPO;ORDERED; 1. That Pursuant to Rule 4001[b] 2 , the mtn shall be, andhereby is, gr for an interim period pending the final hrg on the mtn; 2.Paragraphs contained in the foregoing findings of fact and conclusions oflaw are incorporated herein by this reference; 3. Subject to the terms andconditons set forth herein, and pending the final hrg on the Mtn, the dbtrare hereby authorized to Use the Cash Collateral for general operatingpurposes [subject to provisions of Paragraph 12 below] and to pay thecosts and exp of administering their respective bkcy cases [including,without limitation, payment of US Trustees Fees under 28 USC Section1930 and Professional fees and exp pursuant to section 330,331, and503[b]; provided however, that nothing herein shall affect any oblimposed by the bkcy code on the dbtrs to seek Court approval to makecertain payments, or affect any other parties right to oppose any mtns orappl seeking such authorization; 4. All of the dbtrs cash and cashequivalents shall remain in its existing accts or, as necessary, betransferred to the dbtrs dbtr in possession cash management accts[collectively, the "Accounts"]; 5. The dbtrs shall transfer to the Acctsimmed upon rcpt all future cash Collateral including, without limitation, allpostpetition revenues, rents, profits, dividends, offfspring, products andproceeds of the prepetition Collateral and Postpetition Collateral; 6.Subject to the reservation of rights set forth in Paragraph N above, aspartial adq prot for the Indenture Tr and the Noteholders for anydiminution in the value of the prepetition collateral during the pendency ofthis interim Agreed Order by reason of the dbtrs use[including, withoutlimitation, the use of the cash collateral] or sale of any prepetitioncollateral [the "Collateral Diminution], the dbtrs hereby gr to the indentureTr additional liens and security interests ["Replacement Liens] securing anamt equal to the Collateral Diminution in all property of the dbtrs estates,whether real or personal, tangible or intangible, now existing or hereafteracquired or created, and whereever located, including, without limitation,all accts, and allp property of the types or kinds discussed in paragraphs Fthru J above and more fully described in ex 1 thru 6 to the Mtn, and theproceeds, profits, revenues, rents offspring and profits of such property.All property described in this paragraph is referred to as the "PostpetitionCollteral". All proceeds of and collections on the postpetition collateralshall be segregated by the dbtrs and transferred to the accts immed uponrcpt by the dbtrs; 7. Subject to the reservation of rights set forth inParagraph N above, the security interests and liens gr pursuant toParagraph 6 of this Interim Agreed Order shall be: [i] in addition to allother security interests and liens securing the prepetition obl in existenceon the petition date, [ii] first priority liens, except for and subject only toany valid, perfected, enforeceable liens in existence on the petition date;and [iii] valid, perfected and enfoceable from and after the date of entry


5 of 336 1/20/2011 11:59 AM

of this Interim Agreed Order without regard to whether such securityinterests and liens are perfected under applicable non-bkcy laws; 8.Subject to the reservation of rights set forth in Paragraph N above, thesecurity interests and liens gr pursuant to paragraph 6 of this Agreed Ordershall not now or at any time hereafter be subject to or affected by any lienor security interest that is avoided and thereafter preserved for the benefitof the dbtrs estate under section 551 of the bkcy code; 9. In addition, andwithout limitation, the dbtrs hereby grant, transfer and assign and to theIndenture Tr a security interest in, all of its rights, title and interest nowowned or hereafter acquired in the Investment Agreement. this securityinterest shall be subject to all of the rights and remedies contained in theCollateral Documents; 10. No party [including the Indenture tr, or othercollateral agent, or the noteholders] shall be required to file any financingstmt, mortgage, ntc of lien or similiar instrument in any jurisdiction or takeany other action in order to validate and perfect the security interests,mortgages, or liens created under this Agreed Order. The indenture tr orthe Noteholders may, in their sole and absolute discretion, file suchfinancing stmts, mortgages, ntc of liens or similiar instruments. If theindenture tr or the noteholders, in their sole and absolute discretion,choose to file such financing stmts, mortgages, ntc of lien or similarinstruments or otherwise confirm perfection of such security interests,mortgages or liens, all such documents shall be deemed to have been fld orrecorded at the time and on the date of entry of this Agreed Order,whether or not so fld or recorded on such date, and the auto sty is herebydeedmed vacated and modified to the extent necessary to permit the filingof any of the foregoing; 11. To the estent the dbtrs Use the Cash collateraland the Replacement Liens fail to provide adq protection for such use, asadditional partial adq prot, the indenture tr is hereby gr an administrativepriority clm in the amt of the collateral diminution, which clm shall havepriority over any and all other administrative exp, as described in bkcycode section 364[c] 1 and 507[b]; 12. From the Petitoin date through andincluding the earlier of the 30th day after the petition date and the date ofthe final hrg on the Mtn, the dbtrs use of the cash collateral must be inaccordance with the initial budget attached hereto as ex 1. Thereafter,such use will be in accordance with such further budgets as shall berequired in the final order allwoing the dbtr to use the cash collateral; 13.The dbtrs will provide the indenture tr and any official or unofficialcommitte of Noteholders appt'd in these cases with all financial stmts,reports and certifcates required to be provided under section 4.03 of theindenture. All such reports stmts and certificated shall be delivered notlater than the dates they would be due under the terms of the indenture.the dbtrs also shall provide such further financial info as required underthe restructuring agreement. Further, the dbtrs will provide to any and allaccts, appraisers, attys, advisors, and employees of the indenture tr or thenoteholders official or unofficial committe or their attys, full cooperationand access to any and allof the dbtrs books, financial reports, reocrds andpersonnel upon written request by the indenture tr or the noteholdersofficial or unofficial committee to the dbtrs. In addition, the dbtrs shallprovide a monthly reconciliation stmt setting forth the actual versusbudgeted expenditures for the immed preceding month, as well as any


6 of 336 1/20/2011 11:59 AM

transfer of funds between budgeted line items for that month, not laterthan the 15 day following the last day of such month. All reports and stmtsrequired to be delivered hereunder shall be delivered by overnight deliveryto: Milbank, Tweed, Hadley & McCloy, South Figueroa Str, 30th Floor,Attn: Paul S. Aronzon, Esq LA, CA 90017; Bryan Cace LLP, OneMetropolitan Square, 211 North Broadway, Suite 3600 St Louis, MI63102-2750; 14. the indenture tr's consent to the dbtrs use of the Cashcollateral shall be conditoined upon the dbtrs con'd performance andcompliance with any and all applicable covenants, except the covenantsset forth in section 4.01,4.04,4.16, and 4.19 of the indenture, and allapplicable representations, warranties and obl set forth in the indenture,the deed of trust, the security agreement, the pledge agreement, thecollateral assignment agreement, and the assignment and consent exceptto the extent compliance with such covenants, representations, warrantiesand obl is specifically altered or excused in the restructuring agreement, asmodified by the pln and/or the investment agreement, and except to theextent such covenants, representations warranties and obl are inconsistentwith or superseded by the bkcy code and applicable bkcy law; 15,Following shall constitute events of dflt by the dbtrs under this agreedorder; [i] the dbtrs or grand file a mtn seeking to amd or withdraw the planwithout the written consent of the Consenting Holders; provided,however, that to the extent grand is the mving party regarding such mtn toamd or withdraw, and Grand and the notehldrs or the indenture tr areengaged in good faith negotiations over an alternative plan structure, noevent of dflt shall occur until such negotiations have terminated; [ii] amaterial adverse change occurs, either directly or indirectly, in the dbtrscondition [financial or otherwise], bs, assets, liabilities, properties,prospects, results of operations or relations with regularoty authorities;[iii]the dbtrs pln has not been confirmed on or before June 30, 1997; [iv] thedbtrs or Grand fail to comply with all of the terms and conditions of therestructuring agreement as may be modified by the pln or the restructuringagreement; [v] the restructuring agreement terminates or is terminated;[vi] the dbtr fail to comply with any other provision of this agreed orderor; failure of the parties to agree or of the court to approve a final cash useorder. Upon the occurrence of an event of dflt by the dbtrs of this agreedorder, the indenture tr shall be entitled to terminate its consent to the dbtrsuse of the cash collateral by giving written ntc to the dbtrs, and the sty ishereby lifted to permit such ntc to be given. the dbtrs right to use of cashcollateral shall automatically terminate five days after rcpt of such ntcwithout further order of the court. During such five day period, the dbtrsshall be entitled to seek from the court authorization to continue use of thecash collatera; 16. Unless extended in writing by each of the partiesthereto, the restructuring agreement shall terminate and be of no furtherforce and effect upon the earlier to occur of [i] June 30, 1997, [ii] thewritten withdrawal by Grand of its support of the pln premised upon thefailure or inability of the revelant party to satisfy the conditions discussedin section 10.1 of the restructuring agreement, or [iii] the dbtrs acceptanceof an alternative transaction that is unacceptable to the Noteholders or theindenture tr. Upon the termination of the effectiveness of the restructuringagreement, in addition to remedies discussed in paragraph 15, the


7 of 336 1/20/2011 11:59 AM

exclusive periods within which only the dbtrs may file a joint pln, orseparate plns of reorganization in their respective chapter 11 cases, andseek confirmation thereof, as set forth in the bkcy code section 1121, shall[the dbtrs exclusivity period], shall automatically be terminated withoutfurther action by the court or any party to this agreed order; provided,however, that the dbtrs exclusivity periods shall be terminated pursuant tothis paragraph 16 only as to the indenture tr, the Noteholders, or Grand,such that any or all of the foregoing parties may file and seek confirmationof a pln in the dbtrs cases; 17. As long as this agreed order remains ineffect, the dbtrs shall not, without obtaining the prior written consent ofthe indenture tr, make or pay any amts not set forth in the initial budget orany additional budgets contemplated in paragraph 12 above; 18.Notwithstanding anything herein to the contrary, the dbtrs may not useany prepetiton collateral or any postpetition collateral to commence orprosecute any action against the indenture tr or the Noteholders for therecovery of money or to avoid or set aside any security interest in theprepetitoin collateral or the postpetition collateral or to challenge or seekto subordinate the validity, extent or priority of any security interest of theindenture tr in the prepetition collateral or the postpetition collateral. Anysuch proposed or actual use of such proceeds shall constitute a materialbreach of this agreed order that shall relieve the indenture tr or theNoteholders of any and all obl whatsoever to consent to the continuing useof the cash collateral; 19. If the dbtrs seek secured financing frm anyentity other that the indenture tr or the Noteholders, any liens or otherclms resulting therefrom shall be expressly subordinated to the indenturetr's liens in the prepetition collateral and the postpetition collateral and, tothe extent necessary, to any super-priority clms afforded the indenture trunder this interim agreed order; 20. By agreeing to this agreed order,approving the attached initial budget, administering the dbtrs use of thecash collateral or taking any other action relating to or in connection withthis agreed order, the indenture tr or the notehodlers shallhave no liabilityto the dbtrs or to any third party and shall not be deemed to be in controlof the operations of the dbtrs or to be acting as a "responsbile Person" or"owner or operator" with respect to the operation or management of eitherof the dbtrs, as such terms or any similar terms are used in the UnitedStates Comprehensive Enviromental Response, Compensation andLiability Act, as amended, or any similar enviromental law, rule orregulation; 21. No cost, exp or clm shall be assessed or attributed to theprepetition colllateral, the postpetition collateral, or the Cash Collateralpurusant to the provisions of section 506[c] of the code, or otherwise; 22.Except as otherwise specifically provided in this agreed order, theindenture tr and the noteholders do not waive any rights they havepursuant to the indenture, the deed of trust, the security agreement, thepledge agreement, the collateral assignment agreement, the assignmentand consent, any other Collateral Documents or any other agreementswith the dbtrs, including any guarantees or related agreements with anyguarantors of the prepetition obligations. Further, the indenture tr and thenoteholders shall retain all available rights pursuant to bkcy code or anyapplicable law including, without limitation, [i] the right to seek additionalrestrictions upon the dbtrs activities or use of the cash collateral, [ii]


8 of 336 1/20/2011 11:59 AM

termination or modification of this agreed order in accordance with theterms hereof; [iii] termination, modification or annulment of the stypursuant to bkcy code, or [iv] the specific reservation of rights set forth inparagraph N above; 23. The provisoins of this agreed order shall bebinding upon and inure to the benefit of the indenture tr, the noteholders,the dbtrs and their estates and their respective successors and assigns[including, without limitation, any tr hereinafter appt'd as representative ofthe dbtrs estates or any other representative of the dbtrs estates whoqualifies in a case under the code or in connection with any other state orfederal proceeding]. The terms and conditions of this agreed order shallsurvive the entry of any subsequent order converting this case from achapter 11 to one under chapter 7, the appt of any tr in this case or in anyensuing chapter 7 case, the confirmation of apln of reorganization in thiscase other than the pln, the dismissal of this case, an order withdrawingthe reference from the bkcy court, or an order of the Court abstainingfrom handling this case. The liens, mortgages an security interests and allrights of the indenture tr or the noteholders, and all obl of the dbtrs,created or arising pursuant to this interim agreed order, shall continue inthese cases and any superseding proceeding under the bkcy code, andsuch liens, mortgages and security interests shallmaintain their priority asprovided by this agreed order until the earlier of the effective date of thepln and the date all prepetition obl secured by such liens, mortgages andsecurity interests are satisfied by payment infull and are therebydischarged; 24. The appt of IBJ Schroder Bank & Trust Co as successor trunder the indenture is confirmed, and IBJ is authorized to discharge allrights, duties and powers of tr under the indenture; 25. NotwithstandingBkcy Code Section 510[a] or any applicable subordination agreement towhich Grand is a party, so long as [i] no event of dflt shall have occurredand is continuing under this Agreed Order or the Final Agreed Order, [ii]the investment agreement shall not have termianted, [iii] the plan shall nothave been withdrawn, or [iv] there shall not have been a breach of therestructuring agreement, as modified by the pln or the Investmentagreement, then Grand shall be entitled to assert, vote, and receivedistributions on acct of the Grand Subordinated Claims, as such terms isdefined in the pln; 26. The provisions of this agreed order shall beeffective upon its entry by the bkcy court; 27. If any or all of theprovisions of this agreed order are hereafter modified, vacated or stayed,such modification, vacation or sty shall not affect the validity, priority orenforceability of any lien, mortgage or security interest or the priorityauthorized or created hereby. Notwithstanding any such modification,vacation or stay, or any termiantion of the dbtrs right to use the CashCollateral, the indenture tr and the Noteholders shallnevertheless beentitled to the benefits of allof the provisions of this agreed order,including, without limitation, paragraphs 4 thru 11,18,19, and 20 as partialadq protection for the dbtrs interim use of the Cash Collateral; 28. thedbtrs shall serve ntc of final hrg on its Mtn promptly upon [i] the US TR;[ii] the Noteholders; [iii] the dbtrs twenty largest unsecured cr as set forthin the list filed by the dbtrs pursuant to bkcy rule 1007[d], [iv] the IRS; [v]NV Gaming Control Board; [vi] the Indenture Tr; and [vii] all parties ininterest that have filed requests for special ntc. Such ntc is adq under the


9 of 336 1/20/2011 11:59 AM

circumstances, as contemplated under bkcy rules 2002 and 4001; 29. ThisInterim Agreed Order shall terminate on March 15, 1997 [unless extendedby Court Order] or upon entry of the Final Agreed Order after the finalhrg, whichever occurs first; IT IS HEREBY ORDERED; cc US TR .[Moore,KA] (Entered: 01/28/1997)

01/28/1997 21

Order Granting [10-1] Motion For Order Fixing Time Within WhichProofs of Clms Must be Fld by STRATOSPHERE CORPORATION, ANEVADA CORPO; ORDERED A. The mtn shall eb, and hereby is,granted in all respects; B. Arthur Andersen, LLP shall be, and hereby is,appt'd and designed as the Clms Administrator and Agent for purposes ofreceiving, date stamping and adding to the clms register all proofs of clmsfld in the dbtrs chapter 11 cs. Proofs of Clms delivered to ArthurAndersen LLP shall be deemed fld with the Bkcy Court. C. The deadlinefor filing proofs of clm in these cases shall be, and hereby is, establishedand fixed March 14, 1997. Except as otherwise specifically provided inthis Order, the Bar Date shall apply to any "clm", as the terms is defined inBkcy Code 101 5 , against any of the dbtrs arising prior to January 27,1997 and including, without limitation; 1 personal injury clms, includingthose that have been asserted against present or former directors, officersor employees of the dbtrs, or other entities which may haveindemnification clms, reimbursement clms, or contribution clms againstthe dbtrs, or which may expose the dbtrs vicarious liability underapplicable law; 2 worker's cmpn clms; 3 Clms of governmental units orsimilar private enforcement clms, including, without limitation, wage andhour clms, wrongul termination and discharge clms, harassment clms,employment discrimination clms and other employment related clms; and4 Securities Clms [as defined in the Mtn].; D. the dbtrs shall serve ntc ofthe Bar Date; 1 by mld ntc; [first class mail, postage prepaid], no laterthan Jan 30, 1997, to all cr and parties in interest on the master mlg matrixas maintained by the dbtrs; and 2 no later than January 31, 1997, bypublication of ntc once each in a newspaper of general circulation in ClarkCounty, NV and the Wall Street Journal, National Edition. The form ofNtc of Bar Date for Filing Proofs of Clms which is attached as ex C to theMtn is hereby approved in all respects. Ntc of the bar date by mlg andpublication as provided herein shall be adq and proper pursuant to FederalRules of Bkcy Procedures 2002 and 3003; E. Except as otherwisespecifically provided in this Order, all persons or entities wishing to asserta clm against any of the dbtrs shall file such clm, using the proof of clmform provided, so that it is rcv'd no later than 5:00pm on the Bar dateMarch 14, 1997; Arthur Andersen, LLP; 633 West Fifth St Los Angeles,CA 90071; ATTN: Jeffrey R. Truitt; F. The dbtrs schs of liabilities shall bedeemed, automatically on the entry of this order, amended to designateeach listed clm as "contingent", "unliquidated", or "disputed" for purposesof requiring the filing of a proof of clm be each such listed cr; G. Creditorsneed not file a proof of clm if they have previously fld a proof of clm inthese case; H. Cr need not file a proof of clm if their clms are limitedexclusively to clms for the repayment by the dbtrs of the principal andaccrued interest [including any premiums] on those securities evidencingindbtdness of the dbtrs on the 14 1/4% First Mortgage Notes due 2002


10 of 336 1/20/2011 11:59 AM

[the"Senior Notes"]. The filing of an aggregate proof of clm by theindenture tr for the Senior Notes shall avoid the need for filing of proofs ofclm by the individual holders of Senior Notes with respect to the principal,accrued and accruing interest fees, costs and exp with respect to theSenior Notes. Notwithstanding the foregoing, any Senior Notes claimantswho has, may have, or may assert any Securities Clms [as defined in theMtn] must file a proof of clm by the Bar Date. I. Clms arising from therejection by the dbtrs of an executory contract or unexpired lease pursuantto 365 of the Bkcy Code must be fld on or before the later of [i] the datespecified in the Order authorizing the rejection of such unexpired lease orexecutory contract; and [ii] thirty days following the effective date of anypln of reorganization confirmed in the chapter 11 cases; J. Dbtrs equitysecurity holders, including holders of common stock and stock optionsissued by the dbtrs, need not file proofs of interest with respect to theinterests represented by such equity securities. However, any equitysecurity holder who has or may have any Securities Clms against any ofthe dbtrs, Related Parties or Grand Casinos, Inc with respect to suchequity security, must file a proof of clm on or before the bar date unlessthe filing of such proof of clm is specifically excepted by the provisions ofthis order; K. In filing their proofs of clm, all cr shall use the proof of clmform provided or another form containing comparable info to permitdesignation of the dbtr to which each clm relates. If a cr has multiple clmsagainst different dbtrs, such cr should file a separate proof of clm withrespect to each such clm. If a cr fails to designate on the clm the dbtr towhich its clm pertains, the dbtrs may allocate such clm to the dbtr which isreflected on dbtrs financial records and such allocation shall be binding onthe affected cr; L. Any holder of a clm that fails to file a proof of clm asrequired by this Order shall 1 be forever barred, estopped and enjoinedfrom [a] asserting any such clm against any of the dbtrs or their respectivesuccessors and assigns, [b] voting on or receiving any distribution underany pln of reorganization for any of the dbtrs, and [c] further participatingin these bkcy cases; 2 be bound by the terms of any pln of reorganizationconfirmed with respect to any of the dbtrs, and 3 receive no further ntc'sor mlgs in theses cases; M. if the dbtrs elect to amend the schs of liabilitiespreviously fld in order to more accurately reflect known clms against theirestates, appropriate ntc thereof shall be given to affected cr. Affected crshall have 30 days from the date of svc of such ntc to file a proof of clm, ifnecessary; N. Nothing in this Order shall be deemed to limit or prejudice,in any way, the dbtrs right to object to, dispute or assert defenses oroffsets to any clm filed or deemed filed in these cases; cc US TR.[Moore,KA] (Entered: 01/28/1997)

01/28/1997 22Courts Certificate of Mailing Re: [4-1] Case Reassigned # of Notices: 1.[Moore,KA] (Entered: 01/29/1997)

01/28/1997 23List of 20 Largest Unsecured Creditors [Moore,KA] (Entered:01/29/1997)

01/29/1997 24Amended Order for 341 Meeting of Creditors Scheduled For 2:00 3/5/97At Room 435, Las Vegas ;Last Day to File Proofs Of Claim: 3/14/97


11 of 336 1/20/2011 11:59 AM

[Amended to reflect bar date of 3/14/97 and that proof of claims be filewith Arthur Andersen, LLP, 633 West Fifth St, Los Angeles, CA 90071,Attention: Jeffrey R. Truitt.] [Palazzo,GA] (Entered: 01/29/1997)

01/29/1997

ENTRY RE: [MEMO TO FILE] The followin documents No. 1 thru 24copies have been sent to the Reno Ofc. [24-1] Order for 341 Meeting,[0-0] Entry, [23-1] Largest Creditors Twenty, [22-1] Mailing Certificate,[21-1] Order, [20-1] Order, [19-1] Order, [18-1] Claims Order & Notice,[0-0] Deadline Update, [17-1] Chapter 11 Plan by STRATOSPHERELAND CORP, GRAND CASINO'S INC, STRATOSPHERECORPORATION, A NEVADA CORPO, [16-1] Order, [15-1] Order,[14-1] Motion To Expedite Hearing Re: [ [11-1] Motion For JointAdministration of Cases BK-S-97-20554GWZ and BK-S-97-20555GWZby STRATOSPHERE CORPORATION, A NEVADA ] bySTRATOSPHERE CORPORATION, A NEVADA CORPO, [13-1]Motion To Limit Notice RE: [ [11-1] Motion For Joint Administration ofCases BK-S-97-20554GWZ and BK-S-97-20555GWZ bySTRATOSPHERE CORPORATION, A NEVADA ] by STRATOSPHERECORPORATION, A NEVADA CORPO, [12-1] Affidavit by ANDREWBLUMEN, [11-1] Motion For Joint Administration of CasesBK-S-97-20554GWZ and BK-S-97-20555GWZ by STRATOSPHERECORPORATION, A NEVADA CORPO, [10-1] Motion For Order FixingTime Within Which Proofs of Clms Must be Fld by STRATOSPHERECORPORATION, A NEVADA CORPO, [9-1] Notice of bySTRATOSPHERE CORPORATION, A NEVADA CORPO, [8-1] MotionFor Permission To Use Cash Collateral and Related Relief bySTRATOSPHERE CORPORATION, A NEVADA CORPO, [7-1]Affidavit by GERALD M GORDON, [6-1] Affidavit by GERALD MGORDON, [5-1] Application To Employ Gordon & Silver, LTD bySTRATOSPHERE CORPORATION, A NEVADA CORPO, [4-1] CaseReassigned, [3-1] Motion To Consider Dismissal For Failure of Debtor ToTimely File Statements, Schedules, Lists And/Or Chapter 13 Plan, [2-1]Order for 341 Meeting, [1-1] Voluntary Petition; [Moore,KA] (Entered:01/29/1997)

01/29/1997 25

Order Granting [11-1] Motion For Joint Administration of CasesBK-S-97-20554GWZ and BK-S-97-20555GWZ by STRATOSPHERECORPORATION, A NEVADA CORPO; ORDERED that the abovecaptioned chapter 11 Cases of Stratosphere and SGC shall be, and herebyare consolidated for administrative purposes only. All future pleadings andother papers or documents fld shall be jointly captioned as above and shallbe fld and docketed only in Case No. 97-20554 GWZ [the lowest No.case] except for monthly interim financial reports; further ORDERED thatthe dbtrs shall file in Case No. 97-20554 GWZ [the lowest no. case aconsoliated mlg list containing the names and addresses of all cr from thejointly administered cases. Dbtrs shall give ntc of this Order by mlg a copyto all cr in the cases; cc US TR and Reno ofc. [Moore,KA] (Entered:01/29/1997)

01/30/1997 26 Schedules; Atty Cmpn Fld [Moore,KA] (Entered: 01/30/1997)


12 of 336 1/20/2011 11:59 AM

01/30/1997

Hearing Stricken [3-1] Motion To Consider Dismissal For Failure ofDebtor To Timely File Statements, Schedules, Lists And/Or Chapter 13Plan [Moore,KA] (Entered: 01/30/1997)

01/31/1997 27

Notice of Entry of Order RE: [25-1] Order, [21-1] Order, [20-1] Order,[19-1] Order; the following Orders were also entered on docket in caseNo. 97-20555 GWZ; Ex Parte Order Authorizing Dbtr to Retain CashManagement System of the Dbtr; Order Permitting Stratosphere GamingCorp to Honor Hotel Room and Other Customer Deposits and to HonorTravel Agent Commissions; Ex Parte Order Re Appl for OrderAuthorizing Dbtr in Possessoin to Retain bank of America Bank Acct,Credit Card Merchant Numbers and Brokerage Depository Accts of theDbtr; Order Re Ex parte Aplc for Order Permitting the Honoring ofCasino Chips and other Gaming Liability; Ex Parte Order ApprovingEmployment of Attys; Order Re Joint Administration; Order re Ex ParteApl for Order Authorizing Dbtr in Possession to Pay Prepetition wages,taxes, related benefits and taxes to honor outstanding payroll checks.[Moore,KA] (Entered: 02/03/1997)

01/31/1997 28

Certificate Of Service By GERALD M GORDON for DebtorSTRATOSPHERE CORPORATION, A NEVADA CORPO Of [27-1]Order Notice of . [Moore,KA] (Entered: 02/03/1997)

02/03/1997 29

Notice BY: Debtor STRATOSPHERE CORPORATION, A NEVADACORPO, Consolidated Debtor STRATOSPHERE GAMING CORP., ANEVADA CORP RE: Joint Status Report Re Proposed Ciritical path ForChapter 11 Proceedings; w/ex 1 [Moore,KA] (Entered: 02/04/1997)

02/03/1997 30

Certificate Of Service By GERALD M GORDON for ConsolidatedDebtor STRATOSPHERE GAMING CORP., A NEVADA CORP, DebtorSTRATOSPHERE CORPORATION, A NEVADA CORPO Of [24-1]Order for 341 Meeting . [Moore,KA] (Entered: 02/04/1997)

02/03/1997 31Request for Special Notice By Creditor DAILY INSIGHTS, INC.[Moore,KA] (Entered: 02/05/1997)

02/03/1997 32Request for Special Notice By Creditor LAZARD FRERES & CO.[Moore,KA] (Entered: 02/05/1997)

02/03/1997 33Request for Special Notice By Creditor LAZARD FRERES & CO.; [thisreqspntc was fld in 97-20555] [Moore,KA] (Entered: 02/05/1997)

02/03/1997 34Request for Special Notice By ANSEL A SLOME for Creditor ACCESSCAPITAL CORP [Moore,KA] (Entered: 02/05/1997)

02/04/1997 35Request for Special Notice By Creditor HELLER FINANCIAL INC[Moore,KA] (Entered: 02/05/1997)


13 of 336 1/20/2011 11:59 AM

02/04/1997

ENTRY RE: [35-1] Special Notice Request by HELLER FINANCIALINC, [0-0] Entry, [34-1] Special Notice Request by ANSEL A SLOME,[33-1] Special Notice Request by LAZARD FRERES & CO., [32-1]Special Notice Request by LAZARD FRERES & CO., [31-1] SpecialNotice Request by DAILY INSIGHTS, INC., [30-1] Service Certificate byGERALD M GORDON, [29-1] Notice of by STRATOSPHERE GAMINGCORP., A NEVADA CORP, STRATOSPHERE CORPORATION, ANEVADA CORPO, [28-1] Service Certificate by GERALD M GORDON,[27-1] Order Notice of, [26-1] Schedules; Copies of all of thesedocuments have been forwarded to the Reno Office [Moore,KA](Entered: 02/05/1997)

02/05/1997 36

Ex Parte Application By Debtor STRATOSPHERE CORPORATION, ANEVADA CORPO To Employ MASLON EDELMAN BORMAN &BRAND PLLP as Special Counsel w/ex A, B and C. [Moore,KA](Entered: 02/07/1997)

02/05/1997 37

Affidavit BY: Russell F. Lederman, MASLON EDELMAN BORMAN &BRAND PLLP for Consolidated Debtor STRATOSPHERE GAMINGCORP., A NEVADA CORP, Debtor STRATOSPHERE CORPORATION,A NEVADA CORPO RE: [36-1] Application To Employ MASLONEDELMAN BORMAN & BRAND PLLP as Special Counsel bySTRATOSPHERE CORPORATION, A NEVADA CORPO [Moore,KA](Entered: 02/07/1997)

02/06/1997 38Appt of Official Noteholders Committee fld by Interested Party OUST[Moore,KA] (Entered: 02/07/1997)

02/06/1997 39

Motion by Debtor STRATOSPHERE CORPORATION, A NEVADACORPO, Consolidated Debtor STRATOSPHERE GAMING CORP., ANEVADA CORP To Compensate Officers, Directors, and Key Employeesw/decl of Jeffrey Truitt and ex A and B. [Moore,KA] (Entered:02/07/1997)

02/06/1997 40

Motion By Debtor STRATOSPHERE CORPORATION, A NEVADACORPO, Consolidated Debtor STRATOSPHERE GAMING CORP., ANEVADA CORP To Expedite Hearing Re: [ [39-1] Motion ToCompensate Officers, Directors, and Key Employees bySTRATOSPHERE GAMING CORP., A NEVADA CORP,STRATOSPHERE CORPORATION, A NEVADA CORPO ] w/P&A's.[Moore,KA] (Entered: 02/07/1997)

02/06/1997 41

Affidavit BY: Interested Party ANDREW BLUMEN In Support RE:[39-1] Motion To Compensate Officers, Directors, and Key Employees bySTRATOSPHERE GAMING CORP., A NEVADA CORP,STRATOSPHERE CORPORATION, A NEVADA CORPO [Moore,KA](Entered: 02/07/1997)


14 of 336 1/20/2011 11:59 AM

02/07/1997 42

Stipulation By and Between Debtor STRATOSPHERE CORPORATION,A NEVADA CORPO, Consolidated Debtor STRATOSPHERE GAMINGCORP., A NEVADA CORP, Creditor TRUSTMARK NATL BNK,Creditor IMPERIAL BANK, Creditor FIRST NATL BNK OF BOSTON,Creditor US NATL BNK OF OREGON, Creditor CITGROUP/EQUIPMENT FINANCING INC, Creditor CREDITLYONNAIS, Creditor SOCIETE GENERALE, Creditor NATL ASSN,Creditor WELLS FARGO BANK, N.A., Creditor BNK OF SCOTLAND,Creditor BA LEASING & CAPITAL CORP, Creditor FIRST SECURITYTRUST CO OF NV For Order Providing Adq Prot; It is Stipulated andAgreed: 1. During the effectiveness of this stp and the Stipo, StratosphereGaming, as dbtr in possession is authorized to continue to use and operatethe Collateral in accordance with the Lease Agreement and ParticipationAgreement and tr and lenders agree to refrain from exercising, instructing,or authorizing action pursuant to 362[d] provided dbtrs in possessioncomply with the following conditions: A. Stratosphere Gaming continue incompliance with its obl under the Lease Financing Documents, asamended by the Standstill Agreement, except for the Existing Events ofDflt; and B. During the pendency of these proceedings, StratosphereGaming make all sch'd loan payments as required under the ParticipationAgreement and Lease Agreement on a timely basis as required thereunderand in the amts set forth on Sch III to the Standstill Agreement togetherwith all reasonable attys fees and reimbursements of costs as required tobe pd pursuant to the Lease Financing Documents; 2. As set forth in theLease Financing Documents, to the extent of any replacement furniture,fixture and equipment, the tr and Lenders are hereby gr in accordancewith section 361 2 and 3 a first priority postpetition security interest andreplacement lien in all such replacement furniture, fixtures and equipment.this postpetition replacement lien and security interest shall be deemedvalid, perfected and enforceable as of the date hereof without therequirement of possession, filing or recording under any state or federallaw. Notwithstanding that no documents need be executed or fld to createor perfect the liens and security interests gr hereunder, the dbtrs inpossession, and their officers on their behalves, are hereby directed toexecute and deliver such further documents as the tr and the Lenders mayreasonably request evidencing of ntc of the liens gr hereunder; 3. In orderto adequately protect the tr and Lenders i connection with StratosphereGaming's use of the collateral under this stp and to provide the tr and thelenders with adq prot in respect of any decrease in the value of theirinterest in the collateral[existing as of the date of these bkcy cases]resulting from the sty imposed under 362[a] and the use of such propertyby Stratosphere Gaming; [i] Stratosphere Gaming shall during thependency of its chapter 11 case make all sch'd loan payments to the tr andlenders on the dates and in the amts set forth on Sch III to the StandstillAgreement and otherwise shall observe and comply with all its obligationsunder the lease Financing Documents, as amended by the StandstillAgreement, and [ii] the tr and the lenders shall continue to have, andhereby are gr to the extent not heretofore gr, a lien against and securityinterest in all presently owned and hereafter acquired Equipment ofStratosphere Gaming, wherever located. Such lien and security interest


15 of 336 1/20/2011 11:59 AM

shall be a first and prior lien on and security interest in said property,assets and rights of Stratosphere Gaming, subject only to valid andenforceable liens an security interests existing on property owned byStratosphere Gaming at the time of the commencement of this case. Suchlien is intended and necessary to protect the tr and the Lenders from anyerosion of the value of their collateral as such value existed on the Petitiondate and is not intended to provide for the blanket cross-collateralizationof postpetition assets to unsecured prepetition dbt; 4. Stratosphere Gamingright to use Collateral and the auto sty shall terminate immed upon theearlier to occur of the following: A. The appt of a tr or an examiner withenhanced powers for Stratosphere Gaming or Stratosphere; B. Theconversion of either of these cases to a case under the chapter 7 of thecode; C. The dismissal of Stratosphere Gaming Chapter 11 case; D. Thesubstantial consummation of a chapter 11 pln of reorganization forStratosphere Gaming; E. Entry of an order gr rlf from the sty to theindenture tr of the Trust Indenture allowing for the conclusion offoreclosure of the security interests under the trust indenture; and G. thegr of a mtn to reject any of the executory contracts comprising the LeaseFinancing Documents, including but not limited to the Lease Agreement;5. Stratosphere Gamings' right to use Collateral and the sty shall terminateseven bs days after the earlier to occur of the following [i] unless duringsuch seven bs days period the dbtrs in possessoin obtain a bkcy courtorder allowing for the cont'd use of the collateral and the continuation ofthe autosty upon ntc to tr and lenders and their counsel as provided forherein and hrg which may be upon Order Shortenting Time or [ii] less thanseven bs days if tr and lenders obtain a bkcy court order terminatingStratosphere Corp's right to use Collateral an/or the sty upon ntc toStratosphere Gaming and its counsel as provided for herein an hrg whichmay be upon Order Shortening Time; A. A violation by StratosphereGaming or Stratosphere of any of the other covenants, conditons,representations, warranties, or agreements contained in this stp, the leasefinancing documents or the Standstill Agreement other than the existingevents of dflt; B. The filing of any mtn or commencement of anyadversary proceeding to "prime" or subordinate the liens, clms andsecurity interests held by the tr and the lenders as of the petition date andotherwise gr under this stp; C. The filing of any mtn or commencement ofany adversary proceeding to charge the collateral under 506[c] of bkcycode; D. The filing of any mtn or commencement of any adversary obj toor otherwise contesting any of the tr and lenders liens, clms and securityinterests or any of the payments made to the lenders; and E. The filing ofany chapter 11 pln of reorganization to which the tr and lenders have notpreviously consented; 6. Termination of Stratosphere Gaming's right to useCollateral or terminatin of the sty pursuant to the provisions of paragraphs4 and 5 shall in no manner effect the validity, enforeceability, or priorityof the clms, liens or other protections accorded to the tr and the Lenderspursuant to the provisins of this stp; 7. This stp shall become effectiveupon its execution by the parties hereto and the entry by the bkcy court ofthe Stipulated Order; 8. Except in the ordinary course of bs as providedfor in the Lease Financing Documents and the Standstill Agreement, thedbtrs in possession shall not sell or otherwise dispose of any of the


16 of 336 1/20/2011 11:59 AM

collateral without: [a] the consent of the tr and lenders, and [b] approvalby the bkcy court upon mtn pursuant to 363[b]; 9. dbtrs in possession willwithin fifteen days of the entry of the stipulated order file a mtn with thecourt seeking an order establishing April 30, 1997 as a bar date for thefiling of mtns or other pleadings any cr's committee, cr or other party ininterest challenging the extent, amt, validity, or priority of tr and lendersclms or liens. The failure of dbtrs in possession to obtain such an ordershall not be grounds for termination of Stratosphere gamings rights to useCollateral or terminatin of the auto sty as provided in this stp; 10. Thelenders and their agents shall continue to be provided with info, as definedin accordance with the terms and conditions of that certain ConfidentialityAgreement between and among the lenders and Stratosphere dated as ofNovember 12, 1996, and shall otherwise continue to be entitled todocuments and info consistent with their rights under the Lease FinancingDocuments, including inspection rights as defined therein; 11. Nothingcontained in this stp shall limit or otherwise impair the rights, clms or liensof the tr and the Lenders against Stratosphere as guarantor of theobligations of Stratosphere Gaming to the tr and the lenders. Consistentwith the foregoing, Stratosphere reaffirms such guaranty; 12. This stp maybe executed by the parties hereto in several counterparts, each of whichwhen executed and delivered shall be deemed to be an original and all ofwhich shall constitute together one and the same agreement. This stp maynot be modified or otherwise altered without written consent of the partieshereto; 13. This stp shall be binding upon and enure to the benefit of theparties hereto and the respective successors and assigns of the tr, lenders,Lease Manager, Co-Agents, and Agent. Upon entry of the StipulatedOrder, the provisions of this stp and any actions taken pursuant heretoshall survive the conversion of either of the chapter 11 cases to chapter 7proceedings shall be binding upon any tr appt'd therein; 14. All ntc'sconsents, waivers and other communcation under this stp must be inwriting and will be deemed to have been duly given when [a] delivered byhand [with written confirmation by rcpt], [b] sent by telecopier [withwritten confirmation of rcpt] [c] sent by US Mail, certified, [return rcptrequested] or [d] when rcv'd by the addressee, if sent by a nationallyrecognized overnight delivery service, rcpt requested in each case to theappropriate addresses and telecopier numbers; 15. In agreeing to the termsand conditions of this stp, the tr and the Lenders shall not be deemed to bein control of the operations of the dbtrs in possession or to be acting as a"controlling person", "responsible person" or "owner or operator" withrespect to the operation of management of the dbtrs in possession [as suchterms, or any similar terms, are used in the Internal Revenue Code, the USComprehensive, Enviromental response, Compensation and Liability Act,as amended, or any similar Federal or State Statute]. This stp shall notconstitute or be deemed to constitute a joint venture or partnership of anykind between the tr, the Lenders and the dbtrs in possession; 16. If any orall of the provisions of this stp are hereafter modified, vacated or stayedby subsequent order of this or any other court, such termination, sty,modification or vacation shall not affect the validity of any obl of the dbtrsin possession to the tr and the lenders incurred pursuant to this stp prior tothe effective date of such termination, sty, modification or vacation; nor


17 of 336 1/20/2011 11:59 AM

shall such termination, sty, modification or vacation affect the validity,enforceability, or priority of any clm gr hereby or the security interest andlien gr and authorized hereby with respect to the adeq protection hereinprovided to tr and the lenders; 17. This stp was negotiated by the partieshereto at arms-length and in the case of ambiguity, shall be construed in aneutral manner. [Moore,KA] (Entered: 02/10/1997)

02/07/1997 43

Joint Motion by Debtor STRATOSPHERE CORPORATION, ANEVADA CORPO, Consolidated Debtor STRATOSPHERE GAMINGCORP., A NEVADA CORP, Creditor TRUSTMARK NATL BNK,Creditor IMPERIAL BANK, Creditor FIRST NATL BNK OF BOSTON,Creditor US NATL BNK OF OREGON, Creditor CITGROUP/EQUIPMENT FINANCING INC, CREDIT LYONNAIS,Creditor SOCIETE GENERALE, Creditor NATL ASSN, CreditorWELLS FARGO BANK, N.A., Creditor BNK OF SCOTLAND, CreditorBA LEASING & CAPITAL CORP, Creditor FIRST SECURITY TRUSTCO OF NV For Order Approving Stipulation Providing Adq Prot[Document No. 42] w/P&A's and ex 1 and 2. [Moore,KA] (Entered:02/10/1997)

02/07/1997 44

Motion By Debtor STRATOSPHERE CORPORATION, A NEVADACORPO, Consolidated Debtor STRATOSPHERE GAMING CORP., ANEVADA CORP To Expedite Hearing Re: [ [43-1] Motion For OrderApproving Stipulation Providing Adq Prot [Document No. 42] by FIRSTSECURITY TRUST CO OF NV, BA LEASING & CAPITAL CORP,BNK OF SCOTLAND, WELLS FARGO BANK, N.A., NATL ASSN,SOCIETE GENERALE, CREDIT LYONNAIS, CITGROUP/EQUIPMENT FINANCING INC, US NATL BNK OFOREGON, FIRST NATL BNK OF BOSTON, IMPERIAL BANK,TRUSTMARK NATL BNK, STRATOSPHERE GAMING CORP., ANEVADA CORP, STRATOSPHERE CORPORATION, A NEVADACORPO ] w/P&A's and afdt of Thomas Fell in Support thereof .[Moore,KA] (Entered: 02/10/1997)

02/07/1997 45

Ex Parte Application By Debtor STRATOSPHERE CORPORATION, ANEVADA CORPO To Employ The Firm of Gibson, Dunn & Crutcher,LLP as Special Securities Litigation Counsel w/ex 1. [Moore,KA](Entered: 02/10/1997)

02/07/1997 46

Declaration of Martin Washton, atty w/GIBSON DUNN & CRUTCHERfor Consolidated Debtor STRATOSPHERE GAMING CORP., ANEVADA CORP, Debtor STRATOSPHERE CORPORATION, ANEVADA CORPO RE: [45-1] Application To Employ The Firm ofGibson, Dunn & Crutcher, LLP as Special Securities Litigation Counselby STRATOSPHERE CORPORATION, A NEVADA CORPO[Moore,KA] (Entered: 02/10/1997)

02/07/1997 47

Ex Parte Motion By Debtor STRATOSPHERE CORPORATION, ANEVADA CORPO, Consolidated Debtor STRATOSPHERE GAMING


18 of 336 1/20/2011 11:59 AM

CORP., A NEVADA To Limit Notice RE: Ntc for Mtns Hrgs w/P&A's.[Moore,KA] (Entered: 02/10/1997)

02/07/1997 48

Ex Parte Application By Debtor STRATOSPHERE CORPORATION, ANEVADA CORPO To Employ ARTHUR ANDERSEN, as Accountantand Restructuring/Reorganization Advisor w/ex A and B. [Moore,KA](Entered: 02/10/1997)

02/07/1997 49

Notice BY: Albright, Stoddard, Warnick & Albright RE: Request forSpecial ntc [Atty's are to file amended Request for Special Ntc due to thisone not indicating whom they are requesting ntc for] [Moore,KA](Entered: 02/10/1997)

02/07/1997

ENTRY RE: [49-1] Notice of, [48-1] Application To Employ ARTHURANDERSEN, as Accountant and Restructuring/Reorganization Advisor bySTRATOSPHERE CORPORATION, A NEVADA CORPO, [47-1]Motion To Limit Notice RE: Ntc for Mtns Hrgs by STRATOSPHEREGAMING CORP., A NEVADA CORP, STRATOSPHERECORPORATION, A NEVADA CORPO, [46-1] Declaration by GIBSONDUNN & CRUTCHER, [45-1] Application To Employ The Firm ofGibson, Dunn & Crutcher, LLP as Special Securities Litigation Counselby STRATOSPHERE CORPORATION, A NEVADA CORPO, [44-1]Motion To Expedite Hearing Re: [ [43-1] Motion For Order ApprovingStipulation Providing Adq Prot [Document No. 42] by FIRST SECURITYTRUST CO OF NV, BA LEASING & CAPITAL CORP, BNK OFSCOTLAND, WELLS FARGO BANK, N.A., NATL ASSN, SOCIETEGENERALE, CREDIT LYONNAIS, CIT GROUP/EQUIPMENTFINANCING INC, US NATL BNK OF OREGON, FIRST NATL BNKOF BOSTON, IMPERIAL BANK, TRUSTMARK NATL BNK,STRATOSPHERE GAMING CORP., A NEVADA CORP,STRATOSPHERE CORPORATION, A NEVADA CORPO ] bySTRATOSPHERE GAMING CORP., A NEVADA CORP,STRATOSPHERE CORPORATION, A NEVADA CORPO, [43-1]Motion For Order Approving Stipulation Providing Adq Prot [DocumentNo. 42] by FIRST SECURITY TRUST CO OF NV, BA LEASING &CAPITAL CORP, BNK OF SCOTLAND, WELLS FARGO BANK, N.A.,NATL ASSN, SOCIETE GENERALE, CREDIT LYONNAIS, CITGROUP/EQUIPMENT FINANCING INC, US NATL BNK OFOREGON, FIRST NATL BNK OF BOSTON, IMPERIAL BANK,TRUSTMARK NATL BNK, STRATOSPHERE GAMING CORP., ANEVADA CORP, STRATOSPHERE CORPORATION, A NEVADACORPO, [42-1] stipulation by FIRST SECURITY TRUST CO OF NV, BALEASING & CAPITAL CORP, BNK OF SCOTLAND, WELLS FARGOBANK, N.A., NATL ASSN, SOCIETE GENERALE, CREDITLYONNAIS, CIT GROUP/EQUIPMENT FINANCING INC, US NATLBNK OF OREGON, FIRST NATL BNK OF BOSTON, IMPERIALBANK, TRUSTMARK NATL BNK, STRATOSPHERE GAMINGCORP., A NEVADA CORP, STRATOSPHERE CORPORATION, ANEVADA CORPO, [0-0] Entry, [41-1] Affidavit by ANDREWBLUMEN, [40-1] Motion To Expedite Hearing Re: [ [39-1] Motion To


19 of 336 1/20/2011 11:59 AM

Compensate Officers, Directors, and Key Employees bySTRATOSPHERE GAMING CORP., A NEVADA CORP,STRATOSPHERE CORPORATION, A NEVADA CORPO ] bySTRATOSPHERE GAMING CORP., A NEVADA CORP,STRATOSPHERE CORPORATION, A NEVADA CORPO, [39-1]Motion To Compensate Officers, Directors, and Key Employees bySTRATOSPHERE GAMING CORP., A NEVADA CORP,STRATOSPHERE CORPORATION, A NEVADA CORPO, [38-1]Document by OUST, [37-1] Affidavit by MASLON EDELMANBORMAN & BRAND PLLP, [36-1] Application To Employ MASLONEDELMAN BORMAN & BRAND PLLP as Special Counsel bySTRATOSPHERE CORPORATION, A NEVADA CORPO, [35-1]Special Notice Request by HELLER FINANCIAL INC; copies of thesedocuments have been forwarded to the Reno Office [Moore,KA](Entered: 02/10/1997)

02/10/1997 50

Order Granting [36-1] Application To Employ MASLON EDELMANBORMAN & BRAND PLLP as Special Counsel by STRATOSPHERECORPORATION, A NEVADA CORPO . Hereby Ordered that Debtorsbe, and hereby are authorized to employ the law firm of Maslon EdelmanBorman & Brand, P.L.L.P., as its attorneys in all matters set forth in theApplication and upon the terms and conditions set forth in the Applicationand related Exhibits thereto. cc: Clark T. Whitmore [Duffy,LJ] (Entered:02/10/1997)

02/10/1997 51Request for Special Notice By Creditor IKON CAPITAL INC[Moore,KA] (Entered: 02/11/1997)

02/10/1997 52

Notice of Publication BY: Debtor STRATOSPHERE CORPORATION, ANEVADA CORPO, Consolidated Debtor STRATOSPHERE GAMINGCORP., A NEVADA CORP RE: [21-1] Order; w/afdt of The ReviewJournal [Moore,KA] (Entered: 02/11/1997)

02/10/1997 53

Errata to [40-1] Motion To Expedite Hearing Re: [ [39-1] Motion ToCompensate Officers, Directors, and Key Employees bySTRATOSPHERE GAMING CORP., A NEVADA CORP,STRATOSPHERE CORPORATION, A NEVADA CORPO ] bySTRATOSPHERE GAMING CORP., A NEVADA CORP,STRATOSPHERE CORPORATION, A NEVADA CORPO Errata FiledBy: Debtor STRATOSPHERE CORPORATION, A NEVADA CORPO,Consolidated Debtor STRATOSPHERE GAMING CORP., A NEVADACORP [Moore,KA] (Entered: 02/11/1997)

02/10/1997 54

Amended Request for Special Notice By G MARK ALBRIGHT forCreditor JOSEPH MOLLICA, Creditor MICHAEL BLAKE, CreditorMELVYN KINDER, Creditor DAVID M BAUM, Creditor VICTOROPITZ; w/cm [Moore,KA] (Entered: 02/11/1997)


20 of 336 1/20/2011 11:59 AM

02/10/1997 55

Motion By Debtor STRATOSPHERE CORPORATION, A NEVADACORPO and Stratosphere Gaming Corp For Permission To Use CashCollateral and Related Rlf w/ex A and ex 1. [Moore,KA] (Entered:02/11/1997)

02/10/1997 56

Motion By Consolidated Debtor STRATOSPHERE GAMING CORP., ANEVADA CORP, Debtor STRATOSPHERE CORPORATION, ANEVADA CORPO To Expedite Hearing Re: [ [55-1] Motion ForPermission To Use Cash Collateral and Related Rlf by STRATOSPHERECORPORATION, A NEVADA CORPO ] w/P&A's. [Moore,KA](Entered: 02/11/1997)

02/10/1997 57

Motion by Consolidated Debtor STRATOSPHERE GAMING CORP., ANEVADA CORP, Debtor STRATOSPHERE CORPORATION, ANEVADA CORPO To Establish Estimation Procedure and Protocol withRespect to Securities Clms Pursuant to 11 USC 105[a] and 502[c]w/P&A's and ex A thru C. [Moore,KA] (Entered: 02/11/1997)

02/10/1997 58

Notice of Hearing [57-1] Motion To Establish Estimation Procedure andProtocol with Respect to Securities Clms Pursuant to 11 USC 105[a] and502[c] by STRATOSPHERE CORPORATION, A NEVADA CORPO,STRATOSPHERE GAMING CORP., A NEVADA CORP schd For 9:002/20/97 at Courtroom #1 [Moore,KA] (Entered: 02/11/1997)

02/10/1997 59

Ex Parte Motion By Consolidated Debtor STRATOSPHERE GAMINGCORP., A NEVADA CORP, Debtor STRATOSPHERE CORPORATION,A NEVADA For Entry of Stipulated Order Setting Hrg Sch , To ExpediteHearing Re: [ [59-1] Motion by STRATOSPHERE CORPORATION, ANEVADA CORPO, STRATOSPHERE GAMING CORP., A NEVADACORP ] w/ex A [Moore,KA] (Entered: 02/11/1997)

02/10/1997 72

Ex Parte Motion by Debtor STRATOSPHERE CORPORATION, ANEVADA CORPO For entry of Stipulated Order Setting Hearing Scheduleand Shortening Time For Notice w/Exh A cc/Reno [DeputyClerk](Entered: 02/14/1997)

02/11/1997 60

Order Granting [48-1] Application To Employ ARTHUR ANDERSEN, asAccountant and Restructuring/Reorganization Advisor bySTRATOSPHERE CORPORATION, A NEVADA CORPO; cc US TR.[Moore,KA] (Entered: 02/11/1997)

02/11/1997 61

Order Granting [47-1] Motion To Limit Notice RE: Ntc for Mtns Hrgs bySTRATOSPHERE GAMING CORP., A NEVADA CORP,STRATOSPHERE CORPORATION, A NEVADA CORPO; ORDEREDthat dbtrs Mtn for Order Limiting Ntc is gr and that ntc of hrgs exceptmtns to convert, dismiss, appt a tr, approve disclosure stmt or confirm apln, or other hrg as the Court may specifically direct, shall be given to, at aminimum, the following: The US TR, the top twenty unsecured cr, or theunsecured cr committe, if one is appt'd pursuant to 11 USC 1102, the


21 of 336 1/20/2011 11:59 AM

noteholder commitee representing the 1995 14 1/2% First MortgageNotes; counsel of recored for IBJ Schroeder [Indenture Tr]; any othercommittee that is appt'd pursuant to 11 USC 1102, counsel of record forGrand Casino's, Inc; the IRS; the NV Atty General's Offc on behalf of theNV Gaming Control Board; the Securities Exchange Commission; and toany and all other persons filing a request for special ntc; cc US TR.[Moore,KA] (Entered: 02/11/1997)

02/11/1997 62

Order Granting [44-1] Motion To Expedite Hearing Re: [ [43-1] MotionFor Order Approving Stipulation Providing Adq Prot [Document No. 42]by FIRST SECURITY TRUST CO OF NV, BA LEASING & CAPITALCORP, BNK OF SCOTLAND, WELLS FARGO BANK, N.A., NATLASSN, SOCIETE GENERALE, CREDIT LYONNAIS, CITGROUP/EQUIPMENT FINANCING INC, US NATL BNK OFOREGON, FIRST NATL BNK OF BOSTON, IMPERIAL BANK,TRUSTMARK NATL BNK, STRATOSPHERE GAMING CORP., ANEVADA CORP, STRATOSPHERE CORPORATION, A NEVADACORPO ] by STRATOSPHERE GAMING CORP., A NEVADA CORP,STRATOSPHERE CORPORATION, A NEVADA CORPO Hearing resetTo 9:00 2/20/97 at Courtroom #1 . [Moore,KA] (Entered: 02/11/1997)

02/11/1997 63

Order Granting [56-1] Motion To Expedite Hearing Re: [ [55-1] MotionFor Permission To Use Cash Collateral and Related Rlf bySTRATOSPHERE CORPORATION, A NEVADA CORPO ] bySTRATOSPHERE CORPORATION, A NEVADA CORPO,STRATOSPHERE GAMING CORP., A NEVADA CORP Hearing resetTo 9:00 2/20/97 at Courtroom #1 . [Moore,KA] (Entered: 02/11/1997)

02/11/1997 64

Order Granting [40-1] Motion To Expedite Hearing Re: [ [39-1] MotionTo Compensate Officers, Directors, and Key Employees bySTRATOSPHERE GAMING CORP., A NEVADA CORP,STRATOSPHERE CORPORATION, A NEVADA CORPO ] bySTRATOSPHERE GAMING CORP., A NEVADA CORP,STRATOSPHERE CORPORATION, A NEVADA CORPO Hearing resetTo 9:00 2/20/97 at Courtroom #1 . [Moore,KA] (Entered: 02/11/1997)

02/11/1997 65

Certificate Of Facsimile By GERALD M GORDON for ConsolidatedDebtor STRATOSPHERE GAMING CORP., A NEVADA CORP, DebtorSTRATOSPHERE CORPORATION, A NEVADA CORPO Of [57-1]Motion To Establish Estimation Procedure and Protocol with Respect toSecurities Clms Pursuant to 11 USC 105[a] and 502[c] . [Moore,KA](Entered: 02/11/1997)

02/11/1997 66

Certificate Of Service By GERALD M GORDON for ConsolidatedDebtor STRATOSPHERE GAMING CORP., A NEVADA CORP, DebtorSTRATOSPHERE CORPORATION, A NEVADA CORPO Of [24-1]Order for 341 Meeting and Proof of Clm. [Moore,KA] (Entered:02/11/1997)


22 of 336 1/20/2011 11:59 AM

02/11/1997 67

Certificate Of Service By GERALD M GORDON for ConsolidatedDebtor STRATOSPHERE GAMING CORP., A NEVADA CORP, DebtorSTRATOSPHERE CORPORATION, A NEVADA CORPO Of [58-1]Hearing Notice of . [Moore,KA] (Entered: 02/11/1997)

02/11/1997 68

Motion by Consolidated Debtor STRATOSPHERE GAMING CORP., ANEVADA CORP, Debtor STRATOSPHERE CORPORATION, ANEVADA CORPO For Order Approving Termination Fee Pursuant toSections 9.4 and 9.5 of the Restructuring Agreement RegardingPre-Negotiated PLn of Reorganization and Sections 6.3 and 6.4 of theInvestment and Reorganization Agreement w/P&A's and ex 1 and 2.[Moore,KA] (Entered: 02/11/1997)

02/11/1997 69

Notice of Hearing [68-1] Motion For Order Approving Termination FeePursuant to Sections 9.4 and 9.5 of the Restructuring AgreementRegarding Pre-Negotiated PLn of Reorganization and Sections 6.3 and 6.4of the Investment and Reorganization Agreement by STRATOSPHERECORPORATION, A NEVADA CORPO, STRATOSPHERE GAMINGCORP., A NEVADA CORP schd For 2:30 3/19/97 at Courtroom #1[Moore,KA] (Entered: 02/11/1997)

02/11/1997 70

Motion By Creditor RICHARD CONBOY, Creditor TTEE GERTRUDEE HUGHES REVOCABLE TRUST, Creditor JOHN J ERLANGER,Creditor JOSEPH M GATT, Creditor V E HAM, Creditor GEORGIAJAMES, Creditor MASQUALE C MARO For Appt of MinorityStockholders' Committee , To Expedite Hearing Re: [ [70-1] Motion byMASQUALE C MARO SR, GEORGIA JAMES, V E HAM, JOSEPH MGATT, JOHN J ERLANGER, TTEE GERTRUDE E HUGHESREVOCABLE TRUST, RICHARD CONBOY ] w/cm [Moore,KA](Entered: 02/12/1997)

02/11/1997

ENTRY RE: [70-2] Motion To Expedite Hearing Re: [ [70-1] Motion byMASQUALE C MARO SR, GEORGIA JAMES, V E HAM, JOSEPH MGATT, JOHN J ERLANGER, TTEE GERTRUDE E HUGHESREVOCABLE TRUST, RICHARD CONBOY ] by MASQUALE CMARO SR, GEORGIA JAMES, V E HAM, JOSEPH M GATT, JOHN JERLANGER, TTEE GERTRUDE E HUGHES REVOCABLE TRUST,RICHARD CONBOY, [70-1] Motion For Appt of Minority Stockholders'Committee by MASQUALE C MARO SR, GEORGIA JAMES, V EHAM, JOSEPH M GATT, JOHN J ERLANGER, TTEE GERTRUDE EHUGHES REVOCABLE TRUST, RICHARD CONBOY, [69-1] HearingNotice of, [68-1] Motion For Order Approving Termination Fee Pursuantto Sections 9.4 and 9.5 of the Restructuring Agreement RegardingPre-Negotiated PLn of Reorganization and Sections 6.3 and 6.4 of theInvestment and Reorganization Agreement by STRATOSPHERECORPORATION, A NEVADA CORPO, STRATOSPHERE GAMINGCORP., A NEVADA CORP, [67-1] Service Certificate by GERALD MGORDON, [66-1] Service Certificate by GERALD M GORDON, [65-1]Service Certificate by GERALD M GORDON, [64-1] Order, [63-1]


23 of 336 1/20/2011 11:59 AM

Order, [62-1] Order, [61-1] Order, [60-1] Order, [0-0] Entry, [59-2]Motion To Expedite Hearing Re: [ [59-1] Motion by STRATOSPHERECORPORATION, A NEVADA CORPO, STRATOSPHERE GAMINGCORP., A NEVADA CORP ] by STRATOSPHERE CORPORATION, ANEVADA CORPO, STRATOSPHERE GAMING CORP., A NEVADACORP, [59-1] Motion For Entry of Stipulated Order Setting Hrg Sch bySTRATOSPHERE CORPORATION, A NEVADA CORPO,STRATOSPHERE GAMING CORP., A NEVADA CORP, [58-1] HearingNotice of, [57-1] Motion To Establish Estimation Procedure and Protocolwith Respect to Securities Clms Pursuant to 11 USC 105[a] and 502[c] bySTRATOSPHERE CORPORATION, A NEVADA CORPO,STRATOSPHERE GAMING CORP., A NEVADA CORP, [56-1] MotionTo Expedite Hearing Re: [ [55-1] Motion For Permission To Use CashCollateral and Related Rlf by STRATOSPHERE CORPORATION, ANEVADA CORPO ] by STRATOSPHERE CORPORATION, ANEVADA CORPO, STRATOSPHERE GAMING CORP., A NEVADACORP, [55-1] Motion For Permission To Use Cash Collateral and RelatedRlf by STRATOSPHERE CORPORATION, A NEVADA CORPO, [54-1]Special Notice Request by G MARK ALBRIGHT, [53-1] bySTRATOSPHERE GAMING CORP., A NEVADA CORP,STRATOSPHERE CORPORATION, A NEVADA CORPO, [52-1] Noticeof by STRATOSPHERE GAMING CORP., A NEVADA CORP,STRATOSPHERE CORPORATION, A NEVADA CORPO, [51-1]Special Notice Request by IKON CAPITAL INC; Copies of DocumentsNo. 50-70 have been forwarded to the Reno Ofc. [Moore,KA] (Entered:02/12/1997)

02/12/1997 71

Order Granting [45-1] Application To Employ The Firm of Gibson, Dunn& Crutcher, LLP as Special Securities Litigation Counsel bySTRATOSPHERE CORPORATION, A NEVADA CORPO . HerebyOrdered that Debtors be, and hereby are authorized to employ the lawfirm of Gibson, Dunn & Crutcher LLP, and its attorneys in all matters setforth in the Application and upon the terms and conditions set forth in theApplication and related Exhibits thereto. cc: Washton. [Duffy,LJ](Entered: 02/12/1997)

02/13/1997

Complaint [97-2050] STRATOSPHERE CORPORATION, A NEVADACORPO vs. VICTOR M. OPITZ . NOS 434 Injunctive Relief . [ Filing Fee$ 150.00 Receipt # 100169] /Verification [DeputyClerk] (Entered:02/14/1997)

02/13/1997 74

Order Granting [70-2] Motion To Expedite Hearing Re: [ [70-1] Motionby MASQUALE C MARO SR, GEORGIA JAMES, V E HAM, JOSEPHM GATT, JOHN J ERLANGER, TTEE GERTRUDE E HUGHESREVOCABLE TRUST, RICHARD CONBOY ] by MASQUALE CMARO SR, GEORGIA JAMES, V E HAM, JOSEPH M GATT, JOHN JERLANGER, TTEE GERTRUDE E HUGHES REVOCABLE TRUST,RICHARD CONBOY Hearing reset To 9:00 2/20/97 at Courtroom #1 .cc/Reno [DeputyClerk] (Entered: 02/14/1997)


24 of 336 1/20/2011 11:59 AM

02/14/1997 73

Stipulated Order Re: [72-1] Ex Parte Motion For entry of Stipulated OrderSetting Hearing Schedule and Shortening Time For Notice bySTRATOSPHERE CORPORATION, A NEVADA CORPO ThisStipulated Order entered into jointly by [i] Stratosphere corporation["Stratosphere"] and Stratosphere Gaming Corp. ["SGC and collectively,the "Debtors"], the debtors and debtors-in-possession in above captionedCh 11 cases ;[ii] IBJ Schroder Bnk & Trust Co [the "Indenture Trustee"],in its capacity as the Indenture Trustee for holders of Original FirstMortgage Notes [as such term is defined below]; [iii] the proposed OfficialCommittee of Noteholders, which Committee is in the process of beingappointed pursuant to Bk Code 1102[a] [the "Noteholder Committee"];and [iv] Grand Casinos, Inc. ["Grand"]. this Stipulated Order is submittedby ptys hereto in conjunction w/the "Joint Status Report RegardingProposed Critical Path for Ch 11 Proceedings" [the "Status Report"] andthe status conference held before this Court on 02/04/97. the Court havingreviewed the Status Report and heard the statements of counsel andotherwise being fully advised in the premises, IT IS HEREBYSTIPULATED, ORDERED, ADJUDGED AND DECREED: 1. Thefollowing matters have been set for hrg pursuant to the following schedule[the "Hearing Schedule"]: 10 Feb 1997 Filing Date: Complaint forPreliminary Injunction and Temporary Restraining Order ["PreliminaryInjunction"]; Motion for Temporary Restraining Order and Memorandumin Support Thereof ["TRO Motion"]; Motion for Approval of Final AgreedOrders Re Use of Cash Collateral ["Final Cash collateral Order"]; Motionto Establish Estimation Procedure w/Respect to Securities Claims["Estimation Motion"] 14 Feb 1997: Hearing Date [Reno]: TRO Motion[Hearing on Preliminary Injunction will be set at this time] Filing Date:Objections to Estimation Motion 20 Feb 1997 Hearing Date [Las Vegas]Estimation Motion Final Cash Collateral Order 21 Feb 1997: Filing Date:Amendments [if any] to the Joint Plan of Reorganization ["Joint Plan"];Disclosure Statement[s] to Accompany Joint Plan ["DisclosureStatement[s]"]; Joint Plan Supplement [containing all operativetransactional documents]; Motion to Establish Certain Record Dates["Record Dates Motion"] 25 Mar 1997 Hearing Date [Reno]: Approval ofDisclosure Stmnt[s]; Record Dates Motion 07 april 1997: Discovery cutoffin connection w/hearing to estimate securities claims ["EstimationHearing"] 14 April l997: Filing Date: Opening Briefing Books inconnection w/Estimation Hearing 21 April l997: Filing date: ResponsiveBriefing Books in connection w/Estimation Hearing; Last day to filediscovery related motions in connection w/Estimation Hearing 23 April1997: hearing Date [Las Vegas]: Pretrial Conference in connectionw/Estimation Hearing Filing Date: Pretrial Statement in connectionw/Estimation Hearing; Exhibits to be used in Estimation Hearing 24-25April 1997: Hearing Date [Las Vegas]: Estimation Hearing [Ruling tooccur before 04/30/97] 6 June 1997: Filing Date: Objections toConfirmation of Joint Plan; Solicitation period expires 18-20 June 1997:Hearing Date [Las Vegas]: Confirmation Hearing on Joint Plan 30 June1997: Confirmation Deadline 2. Upon filing of appropriate pleadings andthe issuance of notices by the Court, parties-in-interest will be notified ofspecific hearing times and locations. 3. Pursuant to Rule 9006[c] and [d]


25 of 336 1/20/2011 11:59 AM

of the Fed Rules of Bankruptcy Procedure, to the extent necessary, noticeand objection periods are hereby shortened to comply w/filing and hearingdates set forth in the Hearing Schedule. 4. A copy of this Stipulated Ordershall be served on parties on the Official Service list and named counsel inthe securities lawsuits. cc/Reno [DeputyClerk] (Entered: 02/14/1997)

02/14/1997 75

Certificate Of Service By GERALD M GORDON for ConsolidatedDebtor STRATOSPHERE GAMING CORP., A NEVADA CORP, DebtorSTRATOSPHERE CORPORATION, A DELAWARE COR Of [64-1]Order, [63-1] Order, [62-1] Order, [58-1] Hearing Notice of, [55-1]Motion For Permission To Use Cash Collateral and Related Rlf, [43-1]Motion For Order Approving Stipulation Providing Adq Prot [DocumentNo. 42] . [Moore,KA] (Entered: 02/19/1997)

02/14/1997 76

Certificate Of Service By GERALD M GORDON for ConsolidatedDebtor STRATOSPHERE GAMING CORP., A NEVADA CORP, DebtorSTRATOSPHERE CORPORATION, A DELAWARE COR Of [64-1]Order, [63-1] Order, [62-1] Order, [57-1] Motion To Establish EstimationProcedure and Protocol with Respect to Securities Clms Pursuant to 11USC 105[a] and 502[c] . [Moore,KA] (Entered: 02/19/1997)

02/14/1997 77

Verified Petition and Order by MICHAEL P RICHMAN for Creditor BALEASING & CAPITAL CORP For Permission to Practice in this CaseOnly . Receipt #: 100188 Fee: 75.00 [Moore,KA] (Entered: 02/19/1997)

02/14/1997 78

Designation of Local Counsel and Consent. Filed by MICHAEL PRICHMAN for Creditor BA LEASING & CAPITAL CORP RE: [77-1]Petition Verified For Permission to Practice in this Case Only byMICHAEL P RICHMAN [Moore,KA] (Entered: 02/19/1997)

02/14/1997 79

Request for Special Notice By LENARD E SCHWARTZER for CreditorCITY OF LV DOWNTOWN REDEVELOPMENT AGENCY; w/cm[Moore,KA] (Entered: 02/19/1997)

02/18/1997 80Request for Special Notice By THOMAS V ASKOUNIS for CreditorLEASE PARTNERS INC; w/cm [Moore,KA] (Entered: 02/19/1997)

02/18/1997 81Request for Special Notice By MICHAEL G NERI for Creditor LEROY'SHORSE & SPORTS PLACE w/cm [Moore,KA] (Entered: 02/19/1997)

02/18/1997 82

Opposition By Creditor OFFICIAL COMMITTEE NOTEHOLDERS To[70-1] Motion For Appt of Minority Stockholders' Committee byMASQUALE C MARO SR, GEORGIA JAMES, V E HAM, JOSEPH MGATT, JOHN J ERLANGER, TTEE GERTRUDE E HUGHESREVOCABLE TRUST, RICHARD CONBOY [Moore,KA] (Entered:02/19/1997)

02/19/1997 83Request for Special Notice By LENARD E SCHWARTZER for CreditorFR INC; w/cm [Moore,KA] (Entered: 02/19/1997)


26 of 336 1/20/2011 11:59 AM

02/19/1997

ENTRY RE: [83-1] Special Notice Request by LENARD ESCHWARTZER, [82-1] Opposition by OFFICIAL COMMITTEENOTEHOLDERS, [81-1] Special Notice Request by MICHAEL G NERI,[80-1] Special Notice Request by THOMAS V ASKOUNIS, [79-1] SpecialNotice Request by LENARD E SCHWARTZER, [78-1] Local CounselDesignation by MICHAEL P RICHMAN, [77-1] Petition Verified ForPermission to Practice in this Case Only by MICHAEL P RICHMAN,[76-1] Service Certificate by GERALD M GORDON, [75-1] ServiceCertificate by GERALD M GORDON; Documents No. 75 thru 83 copieshave been forwarded to the Reno Ofc [Moore,KA] (Entered: 02/19/1997)

02/19/1997 84

Application By Official Committee of Note Noteholders To EmployPAUL S ARONZON w/decl of Paul S. Aronzon and ex A thru C.[Moore,KA] (Entered: 02/20/1997)

02/19/1997 85

Opposition By Debtor STRATOSPHERE CORPORATION, ADELAWARE COR, Consolidated Debtor STRATOSPHERE GAMINGCORP., A NEVADA CORP To [70-1] Motion For Appt of MinorityStockholders' Committee by MASQUALE C MARO SR, GEORGIAJAMES, V E HAM, JOSEPH M GATT, JOHN J ERLANGER, TTEEGERTRUDE E HUGHES REVOCABLE TRUST, RICHARD CONBOY;w/P&A's [Moore,KA] (Entered: 02/20/1997)

02/19/1997 86

Receipt of Copy RE: [85-1] Opposition by STRATOSPHERE GAMINGCORP., A NEVADA CORP, STRATOSPHERE CORPORATION, ADELAWARE COR [Moore,KA] (Entered: 02/20/1997)

02/19/1997 87

Verified Petition and Order by MASLON EDELMAN BORMAN &BRAND PLLP for Consolidated Debtor STRATOSPHERE GAMINGCORP., A NEVADA CORP, Debtor STRATOSPHERE CORPORATION,A DELAWARE COR For Permission to Practice in this Case Only .Receipt #: 100281 Fee: 75.00 [Moore,KA] (Entered: 02/20/1997)

02/19/1997 88

Designation of Local Counsel and Consent. Filed by MASLONEDELMAN BORMAN & BRAND PLLP for Consolidated DebtorSTRATOSPHERE GAMING CORP., A NEVADA CORP, DebtorSTRATOSPHERE CORPORATION, A DELAWARE COR RE: [87-1]Petition Verified For Permission to Practice in this Case Only byMASLON EDELMAN BORMAN & BRAND PLLP [Moore,KA](Entered: 02/20/1997)

02/19/1997 89

Verified Petition and Order by MASLON EDELMAN BORMAN &BRAND PLLP [Brian J. Klein] for Consolidated DebtorSTRATOSPHERE GAMING CORP., A NEVADA CORP, DebtorSTRATOSPHERE CORPORATION, A DELAWARE COR ForPermission to Practice in this Case Only . Receipt #: 100281 Fee: 75.00[Moore,KA] (Entered: 02/20/1997)


27 of 336 1/20/2011 11:59 AM

02/19/1997 90

Designation of Local Counsel and Consent. Filed by MASLONEDELMAN BORMAN & BRAND PLLP for Consolidated DebtorSTRATOSPHERE GAMING CORP., A NEVADA CORP, DebtorSTRATOSPHERE CORPORATION, A DELAWARE COR RE: [89-1]Petition Verified For Permission to Practice in this Case Only byMASLON EDELMAN BORMAN & BRAND PLLP [Moore,KA](Entered: 02/20/1997)

02/19/1997 91

Verified Petition and Order by PAUL S ARONZON for CreditorOFFICIAL COMMITTEE NOTEHOLDERS, Creditor OFFICIALCOMMITTEE NOTEHOLDERS For Permission to Practice in this CaseOnly . Receipt #: 100283 Fee: 75.00 [Moore,KA] (Entered: 02/20/1997)

02/19/1997 92

Designation of Local Counsel and Consent. Filed by PAUL S ARONZONfor Creditor OFFICIAL COMMITTEE NOTEHOLDERS, CreditorOFFICIAL COMMITTEE NOTEHOLDERS RE: [91-1] Petition VerifiedFor Permission to Practice in this Case Only by PAUL S ARONZON;Shea & Carlyon local counsel [Moore,KA] (Entered: 02/20/1997)

02/19/1997 93

Verified Petition and Order by Gloria M. Noh of the fimr MILBANKTWEED HADLEY & MCCLOY for Creditor OFFICIAL COMMITTEENOTEHOLDERS For Permission to Practice in this Case Only . Receipt#: 100282 Fee: 75.00 [Moore,KA] (Entered: 02/20/1997)

02/19/1997 94

Designation of Local Counsel and Consent. Filed by MILBANK TWEEDHADLEY & MCCLOY for Creditor OFFICIAL COMMITTEENOTEHOLDERS MILBANK TWEED HADLEY & MCCLOY forCreditor OFFICIAL COMMITTEE NOTEHOLDERS RE: [93-1] PetitionVerified For Permission to Practice in this Case Only by MILBANKTWEED HADLEY & MCCLOY [Moore,KA] (Entered: 02/20/1997)

02/19/1997 95

Verified Petition and Order by Scot D. Tucker with MILBANK TWEEDHADLEY & MCCLOY for Creditor OFFICIAL COMMITTEENOTEHOLDERS For Permission to Practice in this Case Only . Receipt#: 100284 Fee: 75 [Moore,KA] (Entered: 02/20/1997)

02/19/1997 96

Designation of Local Counsel and Consent. Filed by MILBANK TWEEDHADLEY & MCCLOY for Creditor OFFICIAL COMMITTEENOTEHOLDERS RE: [95-1] Petition Verified For Permission to Practicein this Case Only by MILBANK TWEED HADLEY & MCCLOY[Moore,KA] (Entered: 02/20/1997)

02/20/1997 97

Certificate Of Service via Overnight mail By CANDACE C CARLYONfor Creditor OFFICIAL COMMITTEE NOTEHOLDERS Of [82-1]Opposition . [Moore,KA] (Entered: 02/20/1997)

02/20/1997 98

Request for Special Notice By JAMES PATRICK SHEA for Creditor IBJSCHRODER BANK & TRUST COMPANY; w/cm [Moore,KA] (Entered:02/20/1997)


28 of 336 1/20/2011 11:59 AM

02/20/1997 99

Order Granting [39-1] Motion To Compensate Officers, Directors, andKey Employees by STRATOSPHERE GAMING CORP., A NEVADACORP, STRATOSPHERE CORPORATION, A DELAWARE COR;ORDERED that the applicant is authorized to pay annual cmpn from thepetition date of Jan 27, 1997 to key empl as follows: Richard J. Schuetz,President $600,000.00; Andrew S. Blumen, Executive VP/GeneralCounsel, $225,000.00; Thomas A. Lettero, Sr. Vice PresidentAdmin/CFO, $200,000.00; Thomas R. Willer, Vice PResident Marketing,$175,000; Clara A. Holland, Sr VP Hotel/Tower Operations, $135,000;Michael G. Turngren VP Casino Operations, $125,000; Kenneth D. Green,VP Food and Beverage, $125,000; Jay Roberts, VP Human Resources,$105,000. cc US TR. [Moore,KA] (Entered: 02/20/1997)

02/20/1997 100

Order Granting [84-1] Application To Employ PAUL S ARONZONORDERED that the appl is approved further ORDERED that theCommitte be ad hereby is authorized to employ Milbank as it counsel forthe purposes and on the terms set forth in the appl, at the exp of theestates, and at the rates set forth in this appl; and further ORDERED thatMilbank's employment shall be effective nunc pro tunc as of January 27,1997, and shall continue until further order of this court, with cmpn to bedetermined by this court upon appropriate appl, ntc and hrg; cc US TR.[Moore,KA] (Entered: 02/20/1997)

02/20/1997 101Notice of Entry of Order RE: [60-1] Order, [61-1] Order [Moore,KA](Entered: 02/20/1997)

02/20/1997 102

Certificate Of Service By GERALD M GORDON for ConsolidatedDebtor STRATOSPHERE GAMING CORP., A NEVADA CORP, DebtorSTRATOSPHERE CORPORATION, A DELAWARE COR Of [101-1]Order Notice of . [Moore,KA] (Entered: 02/20/1997)

02/20/1997 103

Request for Special Notice By PAUL S ARONZON for CreditorOFFICIAL COMMITTEE NOTEHOLDERS, Creditor OFFICIALCOMMITTEE NOTEHOLDERS, CANDACE C CARLYON for CreditorOFFICIAL COMMITTEE NOTEHOLDERS; w/cm [Moore,KA](Entered: 02/20/1997)

02/20/1997 104

Order Granting [55-1] Motion For Permission To Use Cash Collateral andRelated Rlf by STRATOSPHERE CORPORATION, A DELAWARECOR; FINAL AGREED ORDER AUTHORIZING USE OF CASHCOLLATERAL BY DBTRS AND DBTRS IN POSSESSION AND GRREPLACEMENT LIENS AND OTHER ADQ PROT; Pursuant to theFindings of Fact and Conclusions of Law it is hereby ORDERED; 1.Pursuant to bkcy rule 4001[b] 2 , the mtn, as it pertains to the provisionsof this Final Agreed Order, shall be, and hereby is, gr; 2. The paragraphscontained in the foregoing findings of fact and conclusions of law areincorporated herein by this reference; 3. Subject to the terms andconditions set forth herein, the dbtrs are hereby authorized to use the CashCollateral for general operating purposes [subject to the provisins of parag


29 of 336 1/20/2011 11:59 AM

12 below] and to pay the costs and exp of administering their respectivebkcy cases [including, without limitation, payment of US TR Fees,professional fees and exp payable pursuant to the Indenture]; provided,however, that nothing herein shall affect any obl imposed by the bkcycode on the dbtrs to seek court approval to make certain payments, oraffect any other parties right to oppose any mtns or appl seeking suchauthorization; 4. All of the dbtrs cash and cash equivalents shall remain inits existing accts or, as necessary, be transferred to the dbtrs dbtr inpossession cash management accts [collectively, the "Accounts"]. 5. Thedbtrs shall continue to transfer to the accts immed upon rcpt all futurecash Collateral including, without limitation, all postpetition revenues,rents, profits, dividends, offspring, products and proceeds of theprepetitoin collateral and the postpetition collateral; 6. Subject to thereservation of rights set forth in Parag O above, as partial adq protectionfor any diminution in the value of the prepetition collateral during thependency of this Final Agreed Order by reason of the dbtrs use [including,without limitation, the use of the cash collateral Diminution] the dbtrshereby gr to the Indenture Tr additional liens an security interests [thereplacement Liens] securing an amt equal to the collateral Diminution inall property of the dbtrs estate, whether real or personal, tangible orintangible, now existing or hereafter acquired or created, and whereverlocated, including, without limitation, all accts, and all property of thetypes or kinds discussed in paragraphs G thru L, above and more fullydescribed in ex 1 thru 6, and the proceeds, profits, revenues, rents,offspring and profits of such proeprty. All property described in thisparagraph 6 is referred to as the "Postpetition Collateral". All proceeds ofand collections on the postpetition collateral shall continue to besegregated by the dbtrs and transferred to the accts immed upon rcpt bythe dbtrs; 7. Subject to the reservation of rights set forth in parag O above,the security interests and liens gr pursuant to parag 6 of this Final AgreedOrder shall be: [i] in addition to all other security interests and lienssecuring the prepetition obl in existence on the petition date; [ii] firstpriority liens, except for and subject only to any valid, perfected,enforceable liens in existence on the petition date; and [iii] valid,perfected and enforceable from and after the dateof entry of this FinalAgreed Order without regard to whether such security interests and liensare perfected under applicable non bkcy law; 8. Subject to the reservationof rights set forth in para O, the security interests and liens gr pursuant toparagraph 6 of this Final Agreed Order shall not now or at any timehereafter be subject to or affected by any lien or security interest that isavoided and thereafter preserved for the benefit of the dbtrs estates undersection 551 of the bkcy code; 9. In addition and without limitation, thedbtrs hereby gr, transfer and assign to the Indenture tr a security interestin, all of its right, title and interest, now owned or hereafter acquired, inthe Investment Agreement. This security interest shall be subject to all ofthe rights and remedies contained in the Collateral Documents; 10. Noparty [including the Indenture tr or other collateral agent, or theCommittee] shall be required to file any financing stmt, mortgage, ntc oflien or similar instrument in any jurisdiction or take any other action inorder to validate and perfect the security interests, mortgages or liens


30 of 336 1/20/2011 11:59 AM

created under this Final Agreed Order. The Indenture tr, may in its soleand absolute discretion, file such financing stmts, mortgages, ntc's of lienor similar instruments. If the Indenture Tr chooses to file such financingstmts, mortgages, ntc's of lien or similar instruments. If the indenture trchooses to file such financing stmts, mortgages, ntc's of lien or similarinstruments or otherwise confirm perfection of such security interests,mortgages or liens, all such documents shall be deemed to have been fld orrecorded at the time and on the date of entry of the Interim Agreed Order,whether or not so fld or recorded on such date, and the sty of section 362of the code is hereby deemed vacated and modified to the extentnecessary to permit the filing of any of the foregoing; 11. To the extent thedbtrs use the Cash Collateral and the Replacement Liens fail to provideadq protection, the indenture tr is hereby gr an administrative priority clmin the amt of the Collateral diminution, which clm shall have priority overany and all other administrative exp, as described,