Stratosphere Corp Watch

from S-4/A ~50 pages Material contract

from S-4/A ~50 pages Material contract

from S-4/A ~50 pages Material contract

from S-4/A ~50 pages Material contract

from S-4 ~5 pages Employment Agreement

from S-4 ~50 pages Pledge and Security Agreement

from 10-K/A 1 page First Amendment to Operating Agreement

from 10-K/A ~10 pages Operating Agreement

from 10-K/A ~10 pages Operating Agreement of Stratosphere Developement

from 10-K/A ~10 pages Operating Agreement

from 10-K ~5 pages Executive Employment Agreement

from 10-Q ~10 pages Opinion of Counsel

from 10-Q 1 page Investor's Letter

from 10-Q 1 page Certificate of Acceptance of Lessee

from 10-Q 1 page <page> 1 Exhibit I to Participation Agreement [Form of Bill of Sale] Stratosphere Gaming Corp., a Nevada Corporation ("Seller"), Is the Owner of Certain Items of Equipment and Other Personal Property Described on Schedule I Hereto (Together With All Repairs, Parts, Supplies, Accessories, Equipment and Devices Affixed Thereto or Installed Thereon, and All Warranties, Covenants and Representations of Any Manufacturer or Vendor Thereof, the "Items of Equipment"). Seller Sells, Grants, Conveys, Transfers and Assigns All of Its Right, Title and Interest, Whether Now Owned or Hereafter Acquired, to the Items of Equipment to First Security Trust Company of Nevada, Not in Its Individual. Capacity, but Solely as Trustee ("Buyer") Under That Certain Lease Agreement, Dated as of May 28, 1999, Between Seller and Buyer (The "Lease"; Capitalized Terms Not Otherwise Defined Herein Being Used as Defined Therein). Seller Warrants to Buyer, Its Successors and Assigns, That There Is Conveyed to Buyer Good Title to the Items of Equipment Covered Hereby, Free and Clear of All Liens, Claims, Rights or Encumbrances of Others (Except the Rights of Seller Pursuant to the Lease and Permitted Liens) and Seller Will Warrant and Defend Such Title Forever Against All Claims and Demands Whatsoever. This Bill of Sale Has Been Delivered in Nevada and the Rights and Obligations of the Parties Under This Bill of Sale and Shall Be Governed By, and Construed and Interpreted in Accordance With, the Laws of the State of Nevada, Excluding All Choice of Laws and Conflict of Laws Rules of Such State. in Witness Whereof, Seller Has Caused This Bill of Sale to Be Executed and Delivered by One of Its Duly Authorized Officers on May 28, 1999 [Advance Date]. Stratosphere Gaming Corp. By: Name: Thomas A. Lettero Title: Vice President-Administration/ Chief Financial Officer <page> 2 Schedule I to Bill of Sale Equipment List

from 10-Q 1 page <page> 1 Exhibit H to Participation Agreement Form of Advance Request Advance Request [Date] To: Heller Financial Leasing, Inc., as Agent ("Agent") Under the Participation Agreement, Dated as of May 28, 1999, Among Stratosphere Gaming Corp., as Lessee, Stratosphere Corporation, as Guarantor, First Security Trust Company of Nevada, as Trustee, the Lenders Identified Therein and Agent (The "Participation Agreement"). Unless the Context Otherwise Requires, All Capitalized Terms Used Herein and Not Otherwise Defined Shall Have the Meanings Assigned to Them in Appendix 1 to the Participation Agreement. First Security Trust Company of Nevada, as Trustee, and the Lenders Listed on Schedule II to the Participation Agreement From: Stratosphere Gaming Corp. Re: Advance Request 1. This Advance Request Is Delivered Pursuant to Section 3.1(a) of the Participation Agreement. 2. Lessee Hereby Requests the Advance Pursuant to the Participation Agreement in the Amount of $10,000,000. 3. the Proposed Advance Date Is May 28, 1999. 4. the Advance Is to Fund Equipment Costs Listed on Schedule 1 Hereto. Advance Request 5. Lessee Requests That the Disbursement Be Remitted as Follows: <page> 2 <table> <caption> Payee Amount <s> <c> Stratosphere Gaming Corp. $8,694,337.03 Heller Financial Leasing, Inc. $1,297,662.97 Pheonixcor, Inc. $8,000 </Table> 6. the Funds Received From This Advance Will Be Used in Accordance With the Terms of the Operative Documents and Section 4 of This Advance Request. <page> 3 Advance Request Stratosphere Gaming Corp. By: Name: Thomas A. Lettero Title: Vice President-Administration/ Chief Financial Officer <page> 4 Advance Request Schedule 1 to Advance Request Equipment Costs

from 10-Q 1 page Landlord Waiver and Consent

from 10-Q ~10 pages Form of Guaranty

from 10-Q ~10 pages Security Agreement

from 10-Q ~10 pages Material contract