Exhibit 10.41


FINAL






OPERATING AGREEMENT


OF


ALIANTE  HOLDING, LLC






 


DECEMBER
16, 2005















TABLE OF
CONTENTS


	
  ARTICLE I

  	
   

  	
  DEFINITIONS

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  ARTICLE II

  	
   

  	
  FORMATION

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Formation

  	
   

  	
  15

  
	
  2.2

  	
   

  	
  Name

  	
   

  	
  15

  
	
  2.3

  	
   

  	
  Purposes and Powers

  	
   

  	
  15

  
	
  2.4

  	
   

  	
  Registered Agent and Registered Office

  	
   

  	
  16

  
	
  ARTICLE III

  	
   

  	
  MANAGEMENT

  	
   

  	
   

  
	
  3.1

  	
   

  	
  The Executive Committee

  	
   

  	
  16

  
	
  3.2

  	
   

  	
  No Liability for Fees, Costs and Expenses of Aliante
  LLC and Losee LLC

  	
   

  	
  16

  
	
  3.3

  	
   

  	
  [Reserved.]

  	
   

  	
  16

  
	
  3.4

  	
   

  	
  [Reserved.]

  	
   

  	
  16

  
	
  3.5

  	
   

  	
  [Reserved.]

  	
   

  	
  17

  
	
  3.6

  	
   

  	
  Expense reimbursement

  	
   

  	
  17

  
	
  3.7

  	
   

  	
  Removal of the Manager

  	
   

  	
  17

  
	
  3.8

  	
   

  	
  Officers

  	
   

  	
  17

  
	
  3.9

  	
   

  	
  Competing Transactions

  	
   

  	
  17

  
	
  3.10

  	
   

  	
  Tax Matters Partner

  	
   

  	
  18

  
	
  3.11

  	
   

  	
  Liability of Members

  	
   

  	
  18

  
	
  3.12

  	
   

  	
  Prohibition Against Publicly Traded Partnership

  	
   

  	
  18

  
	
  3.13

  	
   

  	
  Executive Committee Membership

  	
   

  	
  18

  
	
  3.14

  	
   

  	
  Decisions Subject to Executive Committee Approval

  	
   

  	
  19

  
	
  3.15

  	
   

  	
  Place of Meetings and Meetings by Telephone

  	
   

  	
  19

  
	
  3.16

  	
   

  	
  Regular Meetings

  	
   

  	
  19

  
	
  3.17

  	
   

  	
  Special Meetings

  	
   

  	
  19

  
	
  3.18

  	
   

  	
  Quorum

  	
   

  	
  19

  
	
  3.19

  	
   

  	
  Manner of Acting

  	
   

  	
  19

  
	
  3.20

  	
   

  	
  Waiver of Notice

  	
   

  	
  19

  
	
  3.21

  	
   

  	
  Adjournment

  	
   

  	
  20

  
	
  3.22

  	
   

  	
  Action Without a Meeting

  	
   

  	
  20

  
	
  3.23

  	
   

  	
  Resignation

  	
   

  	
  20

  
	
  3.24

  	
   

  	
  Removal

  	
   

  	
  20

  
	
  3.25

  	
   

  	
  Vacancies

  	
   

  	
  20

  
	
  3.26

  	
   

  	
  Compensation to EC Members

  	
   

  	
  20

  
	
  3.27

  	
   

  	
  Liability to Third Parties

  	
   

  	
  20

  
	
  3.28

  	
   

  	
  No Guarantee of Return by EC Members

  	
   

  	
  20

  
	
  3.29

  	
   

  	
  Transactions with Company or Otherwise

  	
   

  	
  20

  
	
  3.30

  	
   

  	
  Indemnification

  	
   

  	
  21

  
	
  ARTICLE IV

  	
   

  	
  FINANCIAL
  MATTERS

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Initial Capital Contributions

  	
   

  	
  21

  
	
  4.2

  	
   

  	
  Additional Capital Contributions

  	
   

  	
  21

  
	
  4.3

  	
   

  	
  Default

  	
   

  	
  25

  
	
  4.4

  	
   

  	
  Allocation of Profits and Losses

  	
   

  	
  29

  




 i
 








 


	
  4.5

  	
   

  	
  Distributions

  	
   

  	
  31

  
	
  ARTICLE V

  	
   

  	
  MEMBERS;
  TRANSFER OF INTERESTS

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Admission

  	
   

  	
  32

  
	
  5.2

  	
   

  	
  Transfer of Interests

  	
   

  	
  32

  
	
  5.3

  	
   

  	
  Gaming Licensing

  	
   

  	
  35

  
	
  5.4

  	
   

  	
  Required Member Approvals

  	
   

  	
  36

  
	
  5.5

  	
   

  	
  Place of Meetings and Meetings by Telephone

  	
   

  	
  36

  
	
  5.6

  	
   

  	
  Annual Meeting

  	
   

  	
  36

  
	
  5.7

  	
   

  	
  Special Call of Meetings

  	
   

  	
  36

  
	
  5.8

  	
   

  	
  Notice of Meetings of Members

  	
   

  	
  36

  
	
  5.9

  	
   

  	
  Manner of Giving Notice

  	
   

  	
  37

  
	
  5.10

  	
   

  	
  Adjourned Meeting; Notice

  	
   

  	
  37

  
	
  5.11

  	
   

  	
  Quorum; Voting

  	
   

  	
  37

  
	
  5.12

  	
   

  	
  Waiver of Notice by Consent of Absent Members

  	
   

  	
  37

  
	
  5.13

  	
   

  	
  Member Action by Written Consent Without a Meeting

  	
   

  	
  37

  
	
  5.14

  	
   

  	
  Record Date for Member Notice, Voting, and Giving
  Consents

  	
   

  	
  37

  
	
  5.15

  	
   

  	
  In General

  	
   

  	
  38

  
	
  5.16

  	
   

  	
  Compliance with the Aliante Operating Agreement and
  the Losee Operating Agreement

  	
   

  	
  41

  
	
  ARTICLE VI

  	
   

  	
  DISSOLUTION,
  LIQUIDATION AND TERMINATION

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Dissolution

  	
   

  	
  42

  
	
  6.2

  	
   

  	
  Liquidation and Termination

  	
   

  	
  42

  
	
  6.3

  	
   

  	
  Articles of Dissolution

  	
   

  	
  42

  
	
  6.4

  	
   

  	
  Negative Capital Accounts

  	
   

  	
  42

  
	
  6.5

  	
   

  	
  Deemed Distribution and Recontribution

  	
   

  	
  42

  
	
  6.6

  	
   

  	
  Limitations on Rights of Members

  	
   

  	
  43

  
	
  ARTICLE VII

  	
   

  	
  AMENDMENTS

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Amendments Generally

  	
   

  	
  43

  
	
  7.2

  	
   

  	
  Amendments by the Executive Committee

  	
   

  	
  43

  
	
  ARTICLE VIII

  	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Notices

  	
   

  	
  43

  
	
  8.2

  	
   

  	
  Binding Effect

  	
   

  	
  44

  
	
  8.3

  	
   

  	
  Headings

  	
   

  	
  44

  
	
  8.4

  	
   

  	
  Severability

  	
   

  	
  44

  
	
  8.5

  	
   

  	
  Further Action

  	
   

  	
  44

  
	
  8.6

  	
   

  	
  Governing Law

  	
   

  	
  44

  
	
  8.7

  	
   

  	
  Waiver of Action for Partition

  	
   

  	
  44

  
	
  8.8

  	
   

  	
  Counterpart Execution

  	
   

  	
  44

  
	
  8.9

  	
   

  	
  Publicity

  	
   

  	
  44

  
	
  8.10

  	
   

  	
  Transition as Manager

  	
   

  	
  45

  
	
  8.11

  	
   

  	
  Broker Fees

  	
   

  	
  45

  
	
  8.12

  	
   

  	
  Securities Under the UCC

  	
   

  	
  45

  




 ii
 








 


	
  LIST OF EXHIBITS

  
	
   

  
	
  Exhibit A

  	
   

  	
  Legal Description of Aliante Property

  
	
  Exhibit B

  	
   

  	
  List of Investment Banking Firms

  
	
  Exhibit C-1

  	
   

  	
  Aliante Property Representations by GC

  
	
  Exhibit C-2

  	
   

  	
  Losee Property Representations by Station and Parent

  
	
  Exhibit D

  	
   

  	
  New Property(ies)

  
	
  Exhibit E

  	
   

  	
  Legal Description of Losee Property

  
	
  Exhibit F

  	
   

  	
  Notice Addresses

  
	
  Exhibit G

  	
   

  	
  Initial Members and Membership Interests

  
	
  Exhibit H-1

  	
   

  	
  Permitted Exceptions (Aliante Property)

  
	
  Exhibit H-2

  	
   

  	
  Permitted Exceptions (Losee Property)

  
	
  Exhibit I

  	
   

  	
  Articles of Organization

  



 


	
  LIST OF SCHEDULES

  
	
   

  	
   

  
	
  Schedule 4.1(a)

  	
  GC’s Initial Capital Contribution

  
	
  Schedule 4.1(b)

  	
  Station’s Initial Capital Contribution

  
	
   

  	
   

  
	
  ATTACHMENTS

  
	
   

  	
   

  
	
  Attachment I

  	
  Form of Aliante Operating Agreement

  
	
  Attachment II

  	
  Form of Losee Operating Agreement

  
	
  Attachment III

  	
  Form of GC Assignment of Membership Interest

  
	
  Attachment IV

  	
  Form of Station Assignment of Membership Interest

  



 



 iii














OPERATING AGREEMENT


OF


ALIANTE HOLDING, LLC


This OPERATING
AGREEMENT, dated as of December 16, 2005 (the “Effective Date”),
is entered into by and among (1) ALIANTE HOLDING, LLC, a Nevada limited liability company (the “Company”);
(2) G.C. ALIANTE, LLC, a Nevada limited
liability company (“GC”); and (3) ALIANTE
STATION, LLC, a Nevada limited liability company (“Station”)
and a wholly-owned subsidiary of Station Casinos, Inc. (“Parent”).  Each of the Company, GC and Station is
sometimes referred to herein as a “Party,” and all of them, together,
are sometimes referred to herein as the “Parties.”


RECITALS


WHEREAS,
the Parties desire to enter into this Agreement to set forth (i) their
respective rights, privileges, duties and obligations with respect to the Company
and (ii) the terms and conditions of the management and operation of the
Company.


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:


AGREEMENT


ARTICLE
I


Definitions


1.1           Definitions.  The following capitalized words and phrases
have the indicated meanings in this Agreement:


“Acquisition Notice” has the meaning set forth
in Exhibit D.


“Act” means Chapter 86 of the Nevada Revised
Statutes, as amended from time to time (and any corresponding provisions of
succeeding law).


“Additional Capital Contribution(s)” shall mean
all Capital Contributions of the Members other than their Initial Capital
Contributions.


“Adjusted
Capital Account Deficit” means, with respect to any Member, the deficit
balance, if any, in such Member’s Capital Account as of the end of the relevant
Fiscal Year, after giving effect to the following adjustments:



 1
 








(i)            Credit to such Capital Account any
amounts that such Member is deemed to be obligated to restore pursuant to the
penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5);
and


(ii)           Debit to such Capital Account the
items described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the
Regulations.


The foregoing definition
of Adjusted Capital Account Deficit is intended to comply with the provisions
of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted
consistently therewith.


“Additional
Contribution Default” has the meaning set forth in Section 4.3(b)(i).


“Affiliate” means, with respect to any Person,
(i) any other Person directly or indirectly controlling, controlled by, or
under common control with, such Person (excluding employees of a Person, other
than executive officers and board members of such Person), (ii) any Person who
is an officer or director of any Person described in Clause (i) of this
definition, (iii) with respect to GC, any Greenspun Family Member, and with
respect to either Parent or Station, any Fertitta Family Member, or (iv) any
family member of any Person described in Clause (iii) of this definition.  For purposes of this definition, the term “family
member” shall be deemed to be the spouses and lineal descendants of the
Persons described in Clause (iii) of this definition.


“Affiliate Transaction” has the meaning set
forth in Section 3.9.


“Agreement” means this Operating Agreement,
together with all exhibits and schedules hereto, as amended from time to
time.  Words such as “herein,” “hereinafter,”
“hereof,” “hereto,” and “hereunder” refer to this Agreement as a whole, unless
the context otherwise requires.


“Aliante Additional
Capital Call(s)” has the meaning set forth in Section 4.2(f)(i).


“Aliante Financing Arrangements” means the
Construction Financing, Expansion Financing or Permanent Financing, as
such terms are defined in the Aliante Operating Agreement.


“Aliante LLC” means Aliante Gaming, LLC, a
Nevada Limited liability company.


“Aliante Membership Interests” has the meaning
set forth in Schedule 4.1(a).


“Aliante Operating Agreement” means the Amended
and Restated Operating Agreement of Aliante Gaming, LLC, dated and to be
effective as of January 6, 2006, by and among Aliante LLC, the Company and
Station, as Manager, and acknowledged and agreed to by GC and Station, as
members of the Company, together with all exhibits and schedules thereto, as
amended from time to time, in the form attached hereto as Attachment I.


“Aliante Owner’s
Policy” has the meaning set forth on Schedule 4.1(a).


“Aliante Project” means, collectively, all of
the improvements to, and to be located on, the Aliante Property.



 2
 








“Aliante Property” means the real property upon
which the Aliante Project is to be developed. 
The Aliante Property is legally described on Exhibit A.


“Aliante Property
Documents” has the meaning set forth in Exhibit C-1.


“Annual Plan and Operating Budget” means the
operating plan and budget for each Fiscal Year, as approved by the Executive
Committee pursuant to the terms of this Agreement, setting forth in reasonable
detail the Company’s projected gross revenues, operating costs, debt service
requirements and capital expenditures and working capital requirements,
including in each case the components thereof.


“Appraised Value” means, in the case of a
Membership Interest, the fair market value thereof as determined by agreement
of Station and GC or, in the event that Station and GC are unable to agree upon
such value within thirty (30) days after the requirement to determine Appraised
Value arises, as determined by one (1) investment banking firm selected jointly
(and paid equally) by Station and GC from the list attached hereto as Exhibit
B; provided, however, if either Station or GC give written
notice to the other within five (5) days after the expiration of the foregoing
thirty (30) day period that it desires to have three (3) investment banking
firms determine the Appraised Value of the Membership Interests, rather than
one (1) investment banking firm, or if Station and GC are unable to agree on
one (1) investment banking firm within such thirty (30) day period, the
determination of fair market value shall be made by three (3) investment
banking firms, one (1) of which shall be selected and paid by Station from Exhibit
B, one (1) of which shall be selected and paid by GC from Exhibit B
within fifteen (15) days after the expiration of the foregoing thirty (30) day
period and one (1) of which shall be selected from Exhibit B by the two
(2) investment banking firms so selected within fifteen (15) days after the
expiration of the foregoing fifteen (15) day period and paid equally by Station
and GC.  In the event that there is one
(1) investment banking firm, its determination of fair market value shall be
the Appraised Value.  If there are three
(3) investment banking firms, the Appraised Value shall be the average of the
two (2) closest determinations, in dollar value, of fair market value made by
the three (3) investment banking firms as so selected.  Unless the Members unanimously instruct the
Executive Committee otherwise, the Executive Committee shall instruct the
investment banking firm to calculate the fair market value of the Company as a
going concern, without any discount for (i) lack of liquidity, (ii)
restrictions on transferability, (iii) minority interest, (iv) lack of control,
(v) overhead charges, (vi) rights to receive management fees or similar types
of payments for services rendered by the owner of the Membership Interest being
valued and/or (vii) the financial condition, operating performance or business
reputation of the Member or any party controlling the Member, but less any
Company indebtedness, multiplied by the percentage ownership interest
represented by the Membership Interest in question.  The determination of Appraised Value pursuant
to the foregoing process shall be final and binding on all Parties.


“Articles” has the meaning set forth in Section
2.1.


“Bankrupt” means with respect to any Person the
occurrence of any of the following:



 3
 








(i)            Filing a voluntary petition in
bankruptcy or for reorganization or for adoption of an arrangement under the
United States Bankruptcy Code, as amended from time to time (or any
corresponding provisions of succeeding law);


(ii)           Making a general assignment for the
benefit of creditors;


(iii)          The appointment by a court of a
receiver for all or substantially all of the assets of such Person


(iv)          The entry of an order for relief in
the case of an involuntary petition in bankruptcy; or


(v)           The assumption of custody or
sequestration by a court of competent jurisdiction of all or substantially all
of the Person’s assets.


“Base Management Fee” means the base management
fee to be paid to the Manager pursuant to Section 3.5(a) of the Aliante
Operating Agreement.


“Capital Account” means, with respect to any
Member, the capital account maintained for such Member in accordance with the
following provisions:


(i)            To each Member’s Capital Account
there shall be credited such Member’s Capital Contributions, such Member’s
distributive share of Profits and any items in the nature of income or gain
that are specially allocated to such Member pursuant to Section 4.4(c),
and the amount of any Company liabilities assumed by such Member or that are
secured by any Company property distributed to such Member;


(ii)           To each Member’s Capital Account
there shall be debited the amount of cash and the Gross Asset Value of any
property other than money distributed to such Member pursuant to any provision
of this Agreement (other than payments made pursuant to Section 3.5),
such Member’s distributive share of Losses and any items in the nature of
expenses or losses that are specially allocated to such Member pursuant to Section
4.4(c);


(iii)          In the event that all or any part of a
Membership Interest  is Transferred in
accordance with the terms of this Agreement, the transferee shall succeed to
the Capital Account of the transferor to the extent it relates to the
Transferred interest; and


(iv)          In determining the amount of any
liability for purposes of the foregoing Clauses (i) and (ii) of this
definition, there shall be taken into account Code Section 752(c) and any other
applicable provisions of the Code and Regulations.


The foregoing provisions
and the other provisions of this Agreement relating to the maintenance of
Capital Accounts are intended to comply with Regulations Section 1.704-1(b) and
shall be interpreted and applied in a manner consistent with such
Regulations.  The Executive Committee
shall (i) make any adjustments that are necessary or appropriate to maintain
equality between the Capital Accounts of the Members and the amount of capital
reflected on the Company’s balance sheet, as computed for book purposes, in
accordance with Regulations Section 1.704-1(b)(2)(iv)(g),



 4
 








and (ii) make any
appropriate modifications in the event unanticipated events might otherwise cause
this Agreement not to comply with Section 1.704-1(b) of the Regulations.


“Capital Contribution” means, with respect to a
Member as of any date, the amount of money and other property actually
contributed to the Company by such Member through such date.  The amount of a Capital Contribution made in
property other than money shall be the fair market value, net of assumed
liabilities, of the contributed property as determined in good faith by the
Executive Committee; provided, however, GC’s Initial Capital Contribution
and Station’s Initial Capital Contribution shall have the values ascribed in Schedule
4.1(a) and Schedule 4.1(b), respectively.


“Change in Control” means, in the case of
Station, an event or series of events by which:


(i)                                                           Parent
or a wholly-owned Subsidiary of Parent ceases to own one hundred percent (100%)
of the issued and outstanding voting securities of Station; or


(ii)                                                        Parent
sells, conveys, transfers or leases, directly or indirectly, all or
substantially all of the properties and assets of Parent and its subsidiaries
to any Person; or


(iii)                                                     any
“person” (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934) (other than Existing Equity Holders, as defined below) is
or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under
the Securities Exchange Act of 1934, except that a person shall be deemed to
have “beneficial  ownership” of all
shares that any such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly of securities representing forty percent (40%) or more of the
combined voting power of Parent’s Voting Stock and at such time as the Existing
Equity Holders together shall fail to beneficially own, directly or indirectly,
securities representing at least the same percentage of the combined voting
power of Parent’s Voting Stock as is “beneficially owned” by such “person;” or


(iv)                                                    Parent
consolidates with or merges into another corporation or any corporation
consolidates with or merges into Parent, in either event pursuant to a
transaction in which the outstanding Voting Stock of Parent is changed into or
exchanged for cash, securities or other property, other than any such
transaction between Parent and its wholly-owned subsidiaries, with the effect
that any “person” (other than the Existing Equity Holders) becomes the “beneficial
owner,” directly or indirectly, of securities representing forty percent (40%)
or more of the combined voting power of Parent’s Voting Stock and at such time
as the Existing Equity Holders together shall fail to beneficially own,
directly or indirectly, securities representing at least  at least the same percentage of the combined
voting power of Parent’s Voting Stock as is “beneficially owned” by such “person”;
or



 5
 








(v)                                                       Neither
Frank J. Fertitta III, nor Lorenzo J. Fertitta, nor any of their  respective lineal descendants, is, for a
period of ninety (90) days or more in any calendar year, the chief executive
officer of Parent with the powers, duties and authority commensurate with such
office.


“Change in Control
Call” has the meaning set forth in Section 5.2(b)(ii).


“Change in Control
Call Exercise Notice” has the meaning set forth in Section 5.2(b)(ii).


“Change in Control
Notice” has the meaning set forth in Section 5.2(b)(i).


“Change in Control Put”
has the meaning set forth in Section 5.2(b)(iii).


“Change in Control Put
Exercise Notice” has the meaning set forth in Section 5.2(b)(iii).


“Change in Control Put
Period” has the meaning set forth in Section 5.2(b)(iii).


“Claims” has the meaning set forth in Section
3.29(a).


“Code” means the Internal Revenue Code of 1986,
as amended from time to time (or any corresponding provisions of succeeding
law).


“Collateral’s Fair
Market Value” has the meaning set forth in Section 4.2(f)(ix).


“Company” has the meaning set forth in the
introductory paragraph.


“Construction Financing” means third-party debt
financing for the construction of the Aliante Project (not including any
Expansion Project).


“Construction Loan Documents” means any and all
documents executed in connection with the Construction Financing as approved by
Executive Committee of Aliante LLC at any time and from time to time pursuant
to the terms of the Aliante Operating Agreement.


“Contracts, as to the
Aliante Property, has the meaning set forth in Exhibit C-1  and, as to the Losee Property, has the
meaning set forth in Exhibit C-2.


“Contribution
Date” means January 6, 2006.


“Cross-Default Member”
has the meaning set forth in Section 4.2(f)(ix).


“Curable Default”
has the meaning set forth in Section 4.2(f)(ix).


“Cure Collateral”
has the meaning set forth in Section 4.2(f)(ix).


“Cure Cost of Capital”
has the meaning set forth in Section 4.2(f)(ix).


“Cure Pledge” has
the meaning set forth in Section 4.2(f)(ix).


“Curing Party” has
the meaning set forth in Section 4.2(f)(ix).



 6
 








“Default Amount”
has the meaning set forth in Section 4.3(b)(i).


“Default Call” has
the meaning set forth in Section 4.3(d)(i).


“Default Contribution”
has the meaning set forth in Section 4.3(b)(i).


“Default Distribution”
has the meaning set forth in Section 4.3(b)(i).


“Default Loan” has the meaning set forth in Section
4.3(g).


“Default Loan Interest” has the meaning set
forth in Section 4.3(g).


“Default Put” has
the meaning set forth in Section 4.3(d)(ii).


“Default Put Exercise
Date” has the meaning set forth in Section 4.3(d)(ii).


“Default Repayment
Event” has the meaning set forth in Section 4.3(b)(ii).


“Defaulting Member” means a Member that fails
to pay all or any portion of a Capital Contribution when required to do so
hereunder.


“Dilution Date”
has the meaning set forth in Section 4.3(d)(i).


“Dilution Interest”
has the meaning set forth in Section 4.3(b)(i).


“Dilution Interest
Payment Amount” has the meaning set forth in Section 4.3(b)(i).


“Disproportionate
Contribution” has the meaning set forth in Section 4.2(f)(iii).


“Disproportionate Guaranty Contribution” has
the meaning set forth in Section 4.2(f)(viii).


“Distributable Cash” has the meaning set forth in Section 4.5(a).


“EC Member” means either of the GC EC Member
and the Station EC Member.


“Effective Date” has the meaning set forth in
the introductory paragraph hereof.


“Excess Construction Contributions” has the
meaning set forth in Section 4.2(b) of the Aliante Operating Agreement.


“Executive Committee” has the meaning set forth
in Section 3.12.


“Exempt Affiliate” means a Person who is not a
Fertitta Family Member, but who is an Affiliate solely because such Person is
an investor in Parent or an investor in a successor to Parent by merger,
consolidation, acquisition or similar manner, for a bona fide business purpose
other than to evade the prohibition set forth in Section 3.8(a) in the Aliante
Operating Agreement



 7
 








“Exempt Property” means a hotel and/or casino
owned, operated, or managed by an investor in Parent (other than a Fertitta
Family Member) or a successor to Parent (by merger, consolidation, acquisition
or similar manner which is undertaken for an independent, bona fide business
purpose other than to evade the prohibition set forth in Section 3.8(a) of the
Aliante Operating Agreement) which was owned, operated or managed by such an
investor in Parent (other than a Fertitta Family Member) or a successor to
Parent prior to such merger, consolidation, acquisition or similar transaction.


“Existing
Equity Holders” means Frank J. Fertitta III, Blake L. Sartini, Delise F.
Sartini, Lorenzo J. Fertitta, Glenn C. Christenson, Scott M Nielson and William
W. Warner and their executors, administrators or the legal representatives of
their estates, their heirs, distributees, any trust as to which any of the
foregoing is a settlor or co-settlor and corporation, partnership or other
entity which is an Affiliate of any of the foregoing.  Existing Equity Holders shall also mean any
lineal descendants of such persons, but only to the extent that the beneficial
ownership of the Voting Stock held by such lineal descendants was directly
received (by gift, trust or sale) from any such Person.


“Expansion
Financing” means third-party debt financing for the construction of each
Expansion Project and to refinance the previous construction financing
therefor, as approved by Executive Committee of Aliante LLC at any time and
from time to time pursuant to the terms of the Aliante Operating Agreement.


“Expansion Project” means each additional
construction project at the Aliante Project after the initial construction
project if and as approved by the Executive Committee of Aliante LLC at any
time and from time to time pursuant to the terms of the Aliante Operating
Agreement.


“Expansion Project Loan Documents” means any
and all documents, agreements and instruments evidencing the terms and
conditions of an Expansion Financing, as approved by the Executive Committee at
any time and from time to time pursuant to the terms of the Aliante Operating
Agreement.


“Fair Market Value” has the meaning set forth
in Exhibit D.


“Fertitta
Family Members” means Frank J. Fertitta III and Lorenzo J. Fertitta, and
such Persons’ spouses and lineal descendants or trusts for the benefit of such
Persons or their spouses or lineal descendants.


“Fiscal Year” means the Company’s fiscal year
ending on December 31 of each year (or, if earlier, the date on which the
Company is liquidated within the meaning of Regulations Section
1.704-1(b)(2)(ii)(g)).  The first Fiscal
Year of the Company shall commence on the Effective Date, and subsequent Fiscal
Years shall commence on January 1.


“Gaming Authority” means those federal, state
and local governmental, regulatory and administrative authorities, agencies,
boards and officials responsible for or involved in the regulation of gaming or
gaming activities in any jurisdiction, including within the State of



 8
 








Nevada, specifically, the Nevada Gaming Commission,
the Nevada State Gaming Control Board, and applicable local authorities.


“Gaming Laws” means those laws pursuant to
which any Gaming Authority possesses regulatory, licensing or permit authority
over gaming within any jurisdiction and, within the State of Nevada,
specifically, the Nevada Gaming Control Act, as codified in the Chapter 463 of
the Nevada Revised Statutes, and the regulations of the Nevada Gaming
Commission and Nevada State Gaming Control Board promulgated thereunder, as
amended from time to time.


“Gaming Licenses” shall mean all licenses,
consents, permits, approvals, authorizations, registrations, findings of
suitability, franchises and entitlements issued by any Gaming Authority
necessary for or relating to the conduct of activities under the Gaming Laws.


“Gaming Problem” has the meaning set forth in Section
5.3(b).


“GC” has the meaning set forth in the
introductory paragraph.


“GC’s actual knowledge”
has the meaning set forth in Exhibit C-1.


“GC Affiliates”
has the meaning set forth in Section 4.2(f)(iv).


“GC EC Member” has the meaning set forth in Section
3.12.


“GC’s Initial Capital
Contribution” has the meaning set forth in Section 4.1(a).


“GC Pledgors” has the meaning set forth in
Section 4.2(f) of the Aliante Operating Agreement.


“Governmental Permits”
as to the Aliante Property, has the meaning set forth in Exhibit C-1  and, as to the Losee Property, has the
meaning set forth in Exhibit C-2.


“Greenspun Family Member” means any of the
following people: Susan Fine, Daniel Greenspun, Jane Greenspun Gayle, Brian
Greenspun, and Phillip Peckman, and each of such Persons’ spouses and lineal
descendants or trusts for the benefit of any such Persons or their spouses and
lineal descendants.


“Greenspun Person” means each of GC, the
Greenspun Family Members or any Affiliate of the foregoing (excluding any
Exempt Affiliate).


“Gross Asset Value” means, with respect to any
asset, the asset’s adjusted basis for federal income tax purposes, except
as follows:


(i)            The Gross Asset Values of all
Company assets shall be adjusted to equal their respective gross fair market
values, as determined in good faith by the Executive Committee, as of the
liquidation of the Company within the meaning of Regulations Section
1.704-1(b)(2)(ii)(g); the acquisition of an additional interest in the Company
by any new or existing Member in exchange for more than a de minimis Capital



 9
 








Contribution; and the
distribution by the Company to a Member of more than a de minimis amount of property as
consideration for the Member’s interest in the Company;


(ii)           The Gross Asset Value of any Company
asset distributed to any Member shall be the gross fair market value of such
asset, as determined in good faith by the Executive Committee, on the date of
distribution;


(iii)          The Gross Asset Values of Company
assets shall be increased (or decreased) to reflect any adjustments to the
adjusted basis of such assets pursuant to Code Section 734(b) or Code Section
743(b), but only to the extent that such adjustments are taken into account in
determining Capital Accounts pursuant to Regulations Section
1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values
shall not be adjusted pursuant to this Clause (iii) to the extent that
an adjustment pursuant to the foregoing Clause (i) is made in connection with a
transaction that would otherwise result in an adjustment pursuant to this
Clause (iii); and


(iv)          The Gross Asset Value of any asset
contributed to the Company shall be its agreed-upon fair-market value, adjusted
for book depreciation, amortization or other cost recovery deductions for
periods subsequent to its contribution in the manner provided in Clause (vi) of
the definition of “Profit” and “Loss.”


“Hazardous Materials”
as to the Aliante Property, has the meaning set forth in Exhibit C-1  and, as to the Losee Property, has the
meaning set forth in Exhibit C-2.


“Incentive Management Fee” means the incentive
management fee payable to the Manager pursuant to Section 3.5(b) of the Aliante
Operating Agreement.


“Indemnitee” has the meaning set forth in Section
3.30(a).


“Initial Capital Contributions” means GC’s
Initial Capital Contribution and Station’s Initial Capital Contribution.


“Initial Dilution”
has the meaning set forth in Section 4.3(b)(i).


“Leases” as to the
Aliante Property, has the meaning set forth in Exhibit C-1  and, as to the Losee Property, has the
meaning set forth in Exhibit C-2.


“Losee Additional Capital Call” has the meaning
set forth in Section 4.2(g).


“Losee LLC” means Losee Elkhorn Properties,
LLC, a Nevada Limited liability company.


“Losee Membership Interests” has the meaning
set forth on Schedule 4.1(b).


“Losee Operating Agreement” means the Amended
and Restated Operating Agreement of Losee Elkhorn Properties, LLC, dated and to
be effective as of January 6, 2006, by and between Losee LLC and the
Company,  and acknowledged and agreed to
by GC and Station, as members



 10
 








of the Company, together with all exhibits and
schedules thereto, as amended from time to time, in the form attached hereto as
Attachment II.


“Losee Owner’s Policy”
has the meaning set forth on Schedule 4.1(b).


“Lossee Project” means, collectively, all of
the improvements to, and to be located on, the Losee Property.


“Losee Property” means the real property
legally described on Exhibit E.


“Losee Property Documents”
has the meaning set forth in Exhibit C-2.


“Manager” means Station in its capacity as the
Manager of Aliante LLC pursuant to the Aliante Operating Agreement.


“Member” means any Person that is or becomes a
party to this Agreement as a member of the Company.  The initial Members of the Company are GC and
Station, and the addresses of the initial Members are set forth on Exhibit F.


“Member Nonrecourse Deductions” shall mean “partner
nonrecourse deductions” as determined in accordance with Regulations Section
1.704-2(i)(2).


“Membership Interest” means a Member’s
undivided percentage interest in the Company. 
Such interest includes any and all rights to which such Member may be
entitled as provided in this Agreement or the Act, including such Member’s
Capital Account, together with all obligations of such Member under this
Agreement or the Act.  The initial
percentage Membership Interests of the initial Members of the Company are set
forth on Exhibit G, which percentages shall be subject to adjustment
from time to time as set forth in Sections 4.2 and 4.3.


“Minimum Gain” shall mean “partnership minimum
gain” as determined in accordance with Regulations Section 1.704-2(d)(1).


“Minimum Gain Attributable to Member Nonrecourse
Debt” shall mean “partner nonrecourse debt minimum gain” as determined in
accordance with Regulations Section 1.704-2(i)(3).


“New Property” has the meaning set forth in Exhibit
D.


“New Property Costs” has the meaning set forth
in Exhibit D.


“New Property Operating Agreement” has the
meaning set forth in Exhibit D.


“New Property Purchase Agreement” has the
meaning set forth in Exhibit D.


“Nonrecourse Deductions” shall have the meaning
set forth in Regulations Section 1.704-2(c).


“Non-Defaulting Member” means a Member that has
made all of its Capital Contributions hereunder at a time when the other Member
is a Defaulting Member.



 11
 








“Notice Address” has the meaning set forth in Section
8.1.


“Notices” has the meaning set forth in Section
8.1.


“Notice to Participate” has the meaning set
forth in Exhibit D.


“Offering Member” has the meaning set forth in Exhibit
D.


“Offering Member’s Interest” has the meaning
set forth in Exhibit D.


“Opening” means the date on which the casino
portion of the Aliante Project is first opened to the public and commences
business.


“Other Member” has the meaning set forth in Exhibit
D.


“Owners Policy” as to the Aliante Property, has the meaning set forth in Schedule
4.1(a) and, as to the Losee Property, has the meaning set forth in Schedule
4.1(b).


“Parent” has the meaning set forth in the
introductory paragraph.


“Participation Election” has the meaning set
forth in Exhibit D.


“Participation Election Period” has the meaning
set forth in Exhibit D.


“Party” and “Parties” have the meanings
set forth in the introductory paragraph.


“Permanent Financing”
means any debt financing incurred by Aliante LLC for refinancing or replacing,
in whole or in part, the Construction Financing, any Expansion Financing or
prior Permanent Financing on terms and conditions approved by the Executive
Committee of Aliante LLC at any time and from time to time pursuant to the
terms of the Aliante Operating Agreement.


“Permanent Loan Documents” means any and all
documents executed in connection with any Permanent Financing as approved by
Executive Committee of Aliante LLC at any time and from time to time pursuant
to the terms of the Aliante Operating Agreement.


“Permitted Exceptions” means, with respect to
the Aliante Property, those matters set forth on Exhibit H-1, and with
respect to the Losee Property, those matters set forth on Exhibit H-2.


“Person” means any individual, corporation,
limited liability company, partnership, trust or other entity.


“Pledge/Guaranty Document” and “Pledge/Guaranty
Documents” each have the meanings set forth in Section 4.2(f) of the
Aliante Operating Agreement.


“Problem Member” has the meaning set forth in Sections
5.3(a) and (b).



 12














“Profits” and “Losses” for each Fiscal
Year (or other period) means an amount equal to the Company’s taxable income or
loss for such year or period, determined in accordance with Code Section 703(a)
(for this purpose, all items of income, gain, loss or deduction required to be
stated separately pursuant to Code Section 703(a)(1) shall be included in
taxable income or loss), with the following adjustments:


(i)            Any income of the Company that is
exempt from federal income tax and not otherwise taken into account in
computing Profits or Losses pursuant to this definition shall be added to such
taxable income or loss;


(ii)           Any expenditures of the Company
described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B)
expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i) and not
otherwise taken into account in computing Profits or Losses pursuant to this
definition shall be subtracted from such taxable income or loss;


(iii)          In the event the Gross Asset Value of
any Company asset is adjusted pursuant to Clause (i) or Clause (ii) of the
definition of Gross Asset Value, the amount of such adjustment shall be taken
into account as gain or loss from the disposition of such asset for purposes of
computing Profits or Losses;


(iv)          Gain or loss resulting from any
disposition of property with respect to which gain or loss is recognized for
federal income tax purposes shall be computed by reference to the Gross Asset
Value of the property disposed of, notwithstanding that the adjusted tax basis
of such property differs from its Gross Asset Value;


(v)           Notwithstanding any other provision
of this definition, any items that are specially allocated pursuant to Sections
4.4(c) and 4.4(d)(ii) hereof shall be excluded from such taxable
income or loss; and


(vi)          If the Gross Asset Value of any
Company asset is different from its adjusted tax basis at the beginning of the
Fiscal Year, then, in lieu of the depreciation, amortization and other cost
recovery deductions taken into account in computing such taxable income or
loss, there shall be taken into account an amount which bears the same ratio to
such beginning Gross Asset Value as the federal income tax depreciation,
amortization or other cost recovery deduction bears to such beginning adjusted
tax basis; provided, however, that if such beginning adjusted tax
basis is zero, such amount shall be determined with reference to such beginning
Gross Asset Value using any reasonable method determined by the Executive
Committee.


“Regulations” means the Income Tax Regulations,
including Temporary Regulations, promulgated under the Code, as such
regulations may be amended from time to time (including corresponding
provisions of succeeding regulations).


“Regulatory
Allocations” has the meaning set forth in Section 4.4(c)(vi).


“Registered Agent” has the meaning set forth in
Section 2.4.


“Removal Put Exercise Date” has the meaning set
forth in Section 3.6(a).



 13
 








“Required Guaranty
Payment” has the meaning set forth in Section 4.2(f)(viii).


“Restricted Activity” has the meaning set forth
in Section 3.8(a) in the Aliante Operating Agreement.


“Restricted Area” means the property area set
forth on Exhibit L to the Aliante Operating Agreement.


“Restricted Period” has the meaning set forth
in Section 3.8(a) to the Aliante Operating Agreement.


“Retained
Distributions” has the meaning set forth in Section 4.3(b)(ii).


“Secondary Dilution”
has the meaning set forth in Section 4.3(b)(i).


“Section 3.8(a) Restrictions” has the meaning
set forth in Section 3.8(a) of the Aliante Operating Agreement


“Shared Expenses” has the meaning set forth in
the Aliante Operating Agreement.


“Station” has the meaning set forth in the
introductory paragraph.


“Station EC Member” has the meaning set forth
in Section 3.12.


“Station Officer” means the Chief Executive
Officer, the President or any Executive Vice President of Parent.


“Station Pledgors” has the meaning set forth in
Section 4.2(f) of the Aliante Operating Agreement.


“Station’s Initial
Capital Contribution” has the meaning set forth in Section 4.1(b).


“Station’s actual
knowledge” has the meaning set forth in Exhibit C-2.


“Subsidiary” means, with respect to any Person,
any other Person at least fifty percent (50%) of the economic or voting
interest of which is owned by such Person.


“Tax Bills” means,
with respect to the Aliante Property, those tax bills set forth on Exhibit
C-1, and with respect to the Losee Property, those tax bills set forth on Exhibit
C-2.


“Tax Items” has
the meaning set forth in Section 4.4(d)(i).


“Tax Matters Member” has the meaning set forth
in Section 3.10.


“Transfer” means, as a noun, any voluntary or
involuntary transfer, sale, assignment, pledge, hypothecation or other
disposition and, as a verb, voluntarily or involuntarily to transfer, sell,
assign, pledge, hypothecate or otherwise dispose of.



 14
 








“Twenty Five Percent Payment” means a payment
of twenty five percent (25%) per annum on the outstanding amount of a Default
Amount (after reflecting at each point during the calculation of such twenty
five percent (25%) payment the amount of any Default Distributions or Retained
Distributions) to be paid by the Defaulting Member to the Non-Defaulting Member
pursuant to the terms of Section 4.3 from the date on which such Default
Amount was to be paid through the date on which such Default Amount is last
outstanding (up to a maximum of one (1) year).


“Unsuitable Person” means a Member, or officer
of the Company, an EC Member or an Affiliate of any such Person, (i) who is
denied or refused a Gaming License by any Gaming Authority in the State of Nevada,
disqualified from eligibility for a Gaming License necessary for the ownership
of or participation in non-restricted gaming in the State of Nevada, determined
to be unsuitable to own or control a Membership Interest or determined to be
unsuitable to be connected with a Person engaged in gaming activities in the
State of Nevada by a Gaming Authority or otherwise fails to obtain a Gaming
License necessary for the ownership of or participation in non-restricted
gaming in the State of Nevada, or (ii) whose continued involvement in the
business of the Company as a Member, EC Member, officer, employee or otherwise,
(A) causes the Company to lose or to be threatened with the reasonably likely
loss of any Gaming License, or (B) is deemed likely, in the reasonable
discretion of GC and Station and based on verifiable information or information
received from the Gaming Authorities, to jeopardize or adversely affect the
likelihood that the Gaming Authorities will issue a Gaming License to the
Company and Aliante or to adversely affect the Company’s use of or entitlement
to any Gaming License or that of GC, Aliante, Station or Parent, or any of
their Affiliates.


“Voting Stock” means all issued and outstanding
shares of a Person’s stock of any type, or class or any other security issued
by such Person, entitling the holder of such stock or other security to vote
for any member of such Person’s board of directors or otherwise with respect to
the control and affairs of such Person, but excluding convertible indebtedness,
of any Person that is normally entitled to vote in the election of directors,
managers, managing partners or trustees.


“Withheld Taxes” has the meaning set forth in Section
4.5(b).


ARTICLE
II


Formation


2.1           Formation.  The Company was formed by the filing of the
Articles of Organization with the Nevada Secretary of State on December 16,
2005, which Articles of Organization are attached hereto as Exhibit I
(the “Articles”).


2.2           Name.  The name of the Company shall be “Aliante
Holding, LLC,”“ and all business of the Company shall be conducted in such name
or in any other name or names that are selected by the Executive Committee.


2.3           Purposes
and Powers.  The purpose of the
Company is to own all of the issued and outstanding membership interests in
Aliante LLC and Losee LLC, New Properties and/or equity interests in entities
formed to acquire, hold and/or operate New Properties.  In connection



 15
 








therewith, the Company shall have authority to engage
in any lawful business, purpose or activity permitted by the Act, and it shall
possess and may exercise all of the powers and privileges granted by the Act or
which may be exercised by any limited liability company organized pursuant to
the Act, together with any powers incidental thereto, so far as such powers or privileges
are necessary or convenient to the conduct, promotion or attainment of the
business, purposes or activities of the Company.


2.4           Registered
Agent and Registered Office.  Key
Reid shall be the Company’s registered agent for purposes of the Act (the “Registered
Agent”),  and the Registered Agent
shall maintain the registered office of the Company as required by the
Act.  The address of the Company’s
initial registered office shall be c/o G.C. Aliante, LLC, c/o The Greenspun
Corporation, 901 North Green Valley Parkway, Suite 210, Henderson,, Nevada
89074.  In addition to any records
required by the Act, the Registered Agent shall maintain the following records
at the registered office: (i) a current list of the full name and last known
business address of each Member, separately identifying the Members in
alphabetical order; (ii) a copy of the filed Articles and all amendments
thereto, together with executed copies of any powers of attorney pursuant to
which any document has been executed; (iii) copies of the Company’s federal,
foreign, state and local income tax returns and reports, if any, for the three
(3) most recent years; (iv) copies of this Agreement and any amendments
thereto; and (v) any financial statements of the Company for the three (3) most
recent years.  The Company’s Registered
Agent and office may be changed by the Executive Committee.


ARTICLE
III


Management


3.1           The
Executive Committee.  Subject to this
Agreement and to the approval rights vested in the Members and/or GC pursuant to this Agreement,
the sole responsibility and authority for the management of the Company is
vested in the Executive Committee, and the Executive Committee shall have the
complete right and authority to manage the business and affairs of the Company.  No Member, acting in its capacity as a
Member, shall constitute an agent of the Company or have any authority to act
for or bind the Company.  The Members
agree that they shall use commercially reasonable efforts to cooperate with the
EC Members as reasonably requested by the Executive Committee in carrying out
its duties under this Agreement and in complying with any restrictions placed
on the Members or the Company by any Gaming Authority.


 3.2          No Liability for Fees, Costs and
Expenses of Aliante LLC or Losee LLC. The Company and the Members shall
have no responsibility for the fees, costs, expenses, indebtedness or
liabilities of Aliante LLC, Losee LCC or any entity entities formed to acquire,
hold and/or operate New Properties or and none of such fees, costs, expenses
indebtedness or liabilities shall be an obligation, liability or the
responsibility of the Company or the Members.


3.3           [Reserved.]


3.4           [Reserved.]



 16
 








3.5           [Reserved.]


3.6           Expense
Reimbursement.  The Company shall be
responsible for all operating costs incurred in accordance with the terms and
provisions of this Agreement, including the Annual Plan and Operating Budget,
and will reimburse all such operating costs incurred thereby by or on behalf of
the Members pursuant to an approved Annual Plan and Operating Budget.


3.7           Removal of the Manager.


(a)           In the event that GC exercises its
right under the Aliante Operating Agreement to remove Station as the Manager,
Station shall have the right to require GC to acquire Station’s entire
Membership Interest in the Company at the Appraised Value.  Station shall notify GC in writing within
sixty (60) days after being removed as the Manager that it is considering
exercising such right and that the Appraised Value must be determined.  Within thirty (30) days following the determination
of Appraised Value, Station must give written notice to GC if it desires to
sell its Membership Interest at the Appraised Value (the “Removal Put
Exercise Date”).  The closing on such
acquisition shall occur within sixty (60) days after the receipt of all
necessary consents and approvals for such Transfer.  Station’s Membership Interest shall be
conveyed free and clear of all liens and encumbrances, except those of
this Agreement, and Station and its Affiliates shall be released from all indebtedness
or guaranties incurred on behalf of the Company.  The purchase price shall be paid in cash,
unless otherwise agreed by Station.


(b)           In the event GC defaults on acquiring
a Station’s Membership Interest pursuant to this Subsection, or the requisite consents
and approvals to Transfer have not been (or cannot be) obtained for such sale
within one (1) year after the Removal Put Exercise Date, or Station and its
Affiliates cannot be released from all indebtedness or guaranties upon such
sale within one (1) year after the Removal Put Exercise Date, then Station can
require the Company or its assets to be sold pursuant to actions taken by an
investment banker (selected by Station from the list on Exhibit B) in a
commercially reasonable time frame.


3.8           Officers.  Subject to applicable provisions of the
Gaming Laws, the Executive Committee shall have the authority to appoint and
remove, in its sole discretion, Persons serving as officers of the Company and
to delegate to such Persons such duties and responsibilities as the Executive
Committee shall deem to be in the best interests of the Company. All such
appointments and delegations may be revocable at will by the Executive
Committee.  If any Person appointed to
serve as an officer of the Company is found to be an Unsuitable Person, the
Executive Committee shall immediately remove such Person as an officer, and
such Person shall thereupon automatically cease to be an officer.  Either EC Member may require the Executive Committee
to discharge an officer of the Company in the event that, after notice from the
Executive Committee and a sixty (60) day opportunity to cure, such officer’s
performance is unsatisfactory to such EC Member.  The second request by the same EC Member to
discharge an officer of the Company shall result in the termination of such
officer without further notice or opportunity to cure.


3.9           Competing
Transactions.   Subject to Sections
3.8(a) and 3.8(b) of the Aliante Operating Agreement, each
Fertitta Person and each Greenspun Person shall be entitled to enter into any
transaction that may be considered to be competitive with, or a business
opportunity that



 17
 








may be beneficial to, the Company.  Any transactions or agreements (other than
transactions or agreements expressly contemplated by this Agreement or the
Aliante Operating Agreement, including reimbursement of Shared Expenses, as
long as such transactions are otherwise in compliance with this Agreement or
the Aliante Operating Agreement) between the Fertitta Persons and the Greenspun
Persons (on the one hand) and the Company (on the other) (any such transaction
referred to herein as an “Affiliate Transaction”) shall be disclosed to
the Members in advance and shall be on commercially reasonable terms that are
no less favorable to the Company than could be obtained from an independent
third party.  No transaction with the
Company shall be voidable solely because a Member has a direct or indirect
interest in the transaction if either (a) the transaction is fair to the
Company or (b) the disinterested Manager or disinterested Member(s), in either
case knowing the material facts of the transaction and the Member’s interest,
authorizes, approves or ratifies the transaction.  Notwithstanding the foregoing, any loans to
the Company by any Member or Affiliate of a Member shall require the approval
of the Executive Committee pursuant to the terms of this Agreement or the
Aliante Operating Agreement.


3.10         Tax
Matters Partner.  Station is hereby
designated as the “tax matters partner” of the Company under Code Section
6231(a)(7) (the “Tax Matters Member”). 
The Tax Matters Member shall give prompt notice to the Members of (a)
the receipt by the Tax Matters Member of written notice that a federal, state
or local taxing authority intends to examine the Company’s income tax returns
for any year; (b) receipt by the Tax Matters Member of written notice of a
final partnership administrative adjustment under Code Section 6223; and (c)
receipt by the Tax Matters Member of any request from the Internal Revenue
Service for waiver of any applicable statute of limitations with respect to any
tax return of the Company.  The Tax
Matters Member may not extend or waive the statute of limitations or take any
other action that would compromise any tax position of the Company without the
approval of the Executive Committee.


3.11         Liability
of Members.  Except as otherwise
provided by the Act, none of the Members shall be obligated personally for any
debt, obligation or liability of the Company or of any other Member solely by
reason of being a Member. Except as otherwise provided in this Agreement or by
applicable law, none of the Members shall have any fiduciary or other duty to
the Company or any Member with respect to the business and affairs of the
Company.  The Company shall indemnify
each Member and hold each Member harmless from and against any and all debts,
obligations, and liabilities of the Company, if any, to which such Member
becomes subject solely by reason of being a Member, whether arising in
contract, tort or otherwise; provided, however, that the
indemnification obligation of the Company under this Section 3.10 shall
be paid only from the assets of the Company, and no Member shall have any
personal obligation, or any obligation to make any Capital Contribution, with respect
thereto.


3.12         Prohibition
Against Publicly Traded Partnership. 
The Executive Committee shall take all action necessary to prevent the
Company from qualifying as a publicly traded partnership within the meaning of
Section 7704 of the Code.


3.13         Executive
Committee Membership.  There shall be
an executive committee (the “Executive Committee”) of the Company
comprised of one (1) representative of each of Station (the “Station EC
Member”) and GC (the “GC EC Member”), so long as such Persons remain
as Members.  The initial Station EC
Member designated by Station shall be Frank J. Fertitta III, and



 18
 








the initial GC EC Member designated by GC shall be
Brian L. Greenspun so long as they are alive and not disabled and are not found
to be Unsuitable Persons. Station and GC shall designate their respective
replacement appointees to the Executive Committee in writing to the other
Member and, except as set forth in the prior sentence, may remove their
respective appointees at any time by written notice to the other.  Subject to the provisions of Section
4.3(c), at all times the GC EC Member shall be a Greenspun Family Member,
and the Station EC Member shall be either a Fertitta Family Member or a Station
Officer.  Subject to the provisions of Section
4.3(c), at any time a vacancy is created on the Executive Committee by
death, removal (with or without cause) or resignation, no action shall be taken
by the Executive Committee until the Executive Committee is reconstituted in
accordance with the provisions of this Section 3.13, unless the Member
that is entitled to nominate such replacement EC Member shall consent to the
taking of such action.  In the event of a
Transfer permitted pursuant to Section 5.2(a) of the entire Membership
Interest of a Member, the transferee shall have the power to appoint the EC
Member previously granted to its transferor. 
If any Person appointed to serve as an EC Member is found to be an
Unsuitable Person, such Person shall immediately be removed as an EC Member and
shall thereupon automatically cease to be a member of the Executive Committee.


3.14         Decisions
Subject to Executive Committee Approval. 
Except as specifically delegated in writing or set forth in an action or
resolution of the Executive Committee, all matters and decisions relating to
the operation of the Company shall require the approval of both EC Members.


3.15         Place
of Meetings and Meetings by Telephone. 
All meetings of the Executive Committee may be held at any place that
has been designated from time to time by resolution of the Executive
Committee.  In the absence of such a
designation, regular meetings shall be held at the Registered Office.  Any meeting, regular or special, may be held
by conference telephone or similar communications equipment so long as all EC
Members participating in the meeting can hear one another, and all EC Members
participating by telephone or similar communications equipment shall be deemed
to be present in person at the meeting.


3.16         Regular
Meetings.  The Executive Committee
shall not be required to have regular meetings, except as otherwise determined
by the Executive Committee.


3.17         Special
Meetings.  Special meetings of the
Executive Committee for any purpose or purposes may be called at any time by
one (1) EC Member.  Notice of the time
and place of a special meeting shall be given and deemed received pursuant to Section
8.1.


3.18         Quorum.  All of the EC Members shall constitute a
quorum for the transaction of business, except to adjourn as provided in Section
3.21.


3.19         Manner
of Acting.  Every act or decision of
the Executive Committee shall require the affirmative unanimous approval of all
of the EC Members.


3.20         Waiver
of Notice.  Notice of any meeting
need not be given to any EC Member who either before or after the meeting signs
a written waiver of notice, a consent to holding the meeting, or an approval of
the minutes.  The waiver of notice or
consent need not specify the



 19
 








purpose of the meeting.  All such waivers, consents, and approvals
shall be filed with the records of the Company or made a part of the minutes of
the meeting.  Notice of a meeting shall
also be deemed given to any EC Member who attends the meeting without
protesting before or at its commencement the lack of notice to that EC Member.


3.21         Adjournment.  If a quorum is not present, any EC Member
present (including all EC Members participating as permitted by Section 3.15),
whether or not constituting a quorum, may adjourn any meeting to another time
and place.  Notice of the time and place
of holding an adjourned meeting need not be given unless the meeting is
adjourned for more than forty eight (48) hours, in which case notice of the
time and place shall be given before the time of the adjourned meeting in the
manner specified in Section 3.17.


3.22         Action
Without a Meeting.  Any action to be
taken by the Executive Committee at a meeting may be taken without such meeting
by the written consent of all of the EC Members.  Any such written consent may be executed and
given by telecopy or similar electronic means.


3.23         Resignation.  Any member of the Executive Committee may
resign at any time by giving written notice to the Members of the Company.  The resignation of any members of the
Executive Committee shall take effect upon receipt of notice thereof or at such
later time as shall be specified in such notice; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.


3.24         Removal.  A member of the Executive Committee may only
be removed pursuant to Section 3.12 or Section 4.3(c).


3.25         Vacancies.  A vacancy on the Executive Committee may only
be filled in accordance with Section 3.12.


3.26         Compensation
to EC Members.  The EC Members shall
receive no compensation but shall be reimbursed for their reasonable and
customary expenses incurred in attending meetings of the Executive Committee.


3.27         Liability
to Third Parties.  The debts,
obligations, and liabilities of the Company, whether arising in contract, tort,
or otherwise, shall be solely the debts, obligations, and liabilities of the
Company, and no EC Member shall be obligated personally for any such debt,
obligation, or liability by reason of his acting as an EC Member.


3.28         No
Guarantee of Return by EC Members. 
The Company and the EC Members do not, in any way, guarantee the return
of the Members’ Capital Contributions or a profit for the Members from the
operations of the Company.  Except as set
forth in Section 3.8 of the Aliante Operating Agreement, the EC Members shall
incur no liability to the Company or to any of the Members as a result of
engaging in any other business or venture. 
The EC Members shall be entitled to any other protection afforded to
such EC Members under the Act.


3.29         Transactions
with Company or Otherwise.  The EC
Members, or any agent, servant, or employee of the EC Members, may engage in
and possess any interest in other businesses or ventures of every nature and
description, independently or with other Persons, and neither the Company nor
any of the Members shall have any rights, by virtue of this Agreement



 20
 








or otherwise, in and to such independent ventures or
the income or profits derived therefrom, or any rights, duties, or obligations
in respect thereof.


3.30         Indemnification.  To the fullest extent permitted by the Act:


(a)           The
Company (and any receiver, liquidator, or trustee of, or successor to, the
Company) shall indemnify and hold harmless each EC Member and their respective
officers, partners, shareholders, directors, managers, members and employees
(each an “Indemnitee”), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, claims,
proceedings, costs, expenses and disbursements of any kind or nature whatsoever
(“Claims”) (including, without limitation, all reasonable costs and
expenses of defense, appeal and settlement of any and all suits, actions and
proceedings involving an Indemnitee, and all costs of investigation in
connection therewith) that may be imposed on, incurred by, or asserted against
an Indemnitee, in any way relating to or arising out of, or alleged to relate
to or arise out of the performance of any duties or services by or on behalf of
the Company or any action, inaction or omission on the part of an Indemnitee in
connection with managing the Company’s business and affairs or otherwise acting
as an EC Member pursuant hereto; provided, however, that the
indemnification obligations in this Section 3.30 shall not apply to
Claims brought by the Members; provided, further, that the
indemnification obligations in this Section 3.30 shall not apply to the
portion of any liability, obligation, loss, damage, penalty, cost, expense or
disbursement that has been finally adjudged in a non-appealable order of court
of competent jurisdiction to have resulted from (i) the gross negligence of an
EC Member, (ii) the intentional misconduct or actual fraud by the proposed
Indemnitee or (iii) any action for which indemnification is prohibited under
the Act.


(b)           The
Company shall pay expenses as they are incurred by an Indemnitee in connection
with any action, claim or proceeding that such Indemnitee asserts in good faith
to be subject to the indemnification obligations set forth herein, upon receipt
of an undertaking from such Indemnitee to repay all amounts so paid by the
Company to the extent that it is finally determined that the Indemnitee is not
entitled to be indemnified therefor under the terms hereof.


(c)           The
indemnification and expense payments to be provided by the Company hereunder
shall be paid only from the assets of the Company, and no Member shall have any
personal obligation, or any obligation to make any Capital Contribution, with
respect thereto.


ARTICLE
IV


Financial
Matters


4.1           Initial
Capital Contributions.


(a)           GC Capital Contribution.  The terms of GC’s initial Capital Contribution
are as set forth on Schedule 4.1(a) (“GC’s Initial Capital
Contribution”).


(b)           Station
Capital Contribution.  The terms of
Station’s initial Capital Contribution are as set forth on Schedule 4.1(b)
(“Station’s Initial Capital Contribution”).



 21
 








4.2           Additional
Capital Contributions.


(a)           Each
Member shall make such additional Capital Contributions to the Company at such
times and in such amounts as required under this Section 4.2.


(b)           Any
additional Capital Contributions required pursuant to this Section 4.2
shall be made by the Members pro rata in accordance with their Membership
Interests as of the date that such Capital Contribution is required to be made
pursuant to the terms of this Agreement, in such forms and amounts as may be
determined by the Executive Committee, and shall be made only after the Initial
Capital Contributions have been made in full.


(c)           In
connection with any such additional Capital Contributions (other than pro rata
Capital Contributions), the Company shall revalue the Members’ Capital Accounts
in accordance with Section 1.704-1(b)(2)(iv)(f) of the Regulations.


(d)           Except
as expressly provided in this Agreement, no Member shall be entitled to
withdraw as a Member or to demand or receive a return of its Capital
Contribution.


(e)           No
obligation of a Member to make any Capital Contribution hereunder may be
enforced by a creditor of the Company unless the Member expressly consents to
such enforcement or to the assignment of such obligation to such creditor.


(f)            With
respect to Aliante LLC:


(i)            Within five (5) days after the
Company receives written notice of a capital call from Aliante LLC pursuant to Section
4.2(b), Section 4.2(c) or Section 4.2(d) of the Aliante
Operating Agreement (an “Aliante Additional Capital Call”), the
Executive Committee shall notify each Member in writing of (A) the aggregate
dollar amount of such Aliante Additional Capital Call, (B) each Member’s share
(which shall be in proportion to each Member’s Membership Interest as of the
date of the notice from the Executive Committee) of such Aliante Additional
Capital Call (which shall be the amount of the Member’s Additional Capital
Contribution with respect thereto) and (C) the date on which such Additional
Capital Contribution is to be made (which shall be no sooner than ten (10)
days, and no later than twenty (20) days, immediately following the date of the
notice of such Additional Capital Contribution from the Executive Committee),
and the Members shall make such Additional Capital Contributions to the Company
within such prescribed time period.


(ii)            Except as otherwise provided in Section
4.3(g), the Company, consistent with prudent business judgment and
reasonable reserves, shall promptly distribute to the Members (either as a
return of capital contributions or repayment of loans or advances, as the case
may be) all proceeds of Construction Financing received by the Company from
Aliante LLC to the extent of the Members’ funded shares of the Company’s Excess
Construction Contributions up to the date of such distribution.  Distributions pursuant to this Section
4.2(f)(ii) shall be made to the Members in proportion to the Excess
Construction Contributions actually funded by them.


(iii)          If an Initial Dilution has occurred
under Section 4.3(b)(i) during the one (1) year period immediately
preceding the date on which any Additional Capital Contributions required to be
made pursuant to this Section 4.2(f) or any of its



 22
 








subsections, and the
Defaulting Member has not paid the Dilution Interest Payment Amount with
respect to such Additional Contribution Default, then the Additional Capital
Contribution required by the Non-Defaulting Member as a result of the
difference between the Membership Interest of the Non-Defaulting Member immediately
prior to the Initial Dilution and the Membership Interest of the Non-Defaulting
Member immediately after the Initial Dilution shall be deemed a “Disproportionate
Contribution” for all purposes hereunder.


(iv)          The Members acknowledge that the
Members, Parent and/or Affiliates of GC (“GC Affiliates”) may execute “make-well” agreements, completion
guaranties, pledge agreements, indemnity agreements, or similar surety or
guaranty documents in connection with the Construction Financing, any Expansion
Financing and/or the Permanent Financing.


(v)           In the event that (A) the Company is
required to make a payment to the lender(s) with respect to an applicable
Pledge/Guaranty Document, (B) any collateral of the Company that is pledged
thereunder is foreclosed or transferred in lieu of foreclosure or (C) any
dividends or distributions with respect to any pledged collateral of the
Company is used to make a payment to the lender(s) on behalf of Aliante LLC,
the Station Pledgors or the GC Pledgors with respect to any Pledge/Guaranty
Document, then the amount credited against (or used to reduce) amounts owed by
the Company, Aliante LLC, the Station Pledgors or the GC Pledgors under the
Construction Loan Documents, Expansion Project Loan Documents, Permanent Loan
Documents or the Pledge/Guaranty Documents as a result of the foreclosure or
transfer of the collateral shall be deemed an additional capital contribution
by the Company to Aliante LLC for purposes of the Aliante Operating Agreement.


(vi)          In the event that (A) any GC Pledgor
is required to make a payment to the lender(s) with respect to an applicable
Pledge/Guaranty Document, (B) any collateral of a GC Pledgor pledged thereunder
is foreclosed or transferred in lieu of foreclosure or (C) any dividends or
distributions with respect to any pledged collateral of any GC Pledgor is used
to make a payment to the lender(s) on behalf of Aliante LLC, the Company, the
Station Pledgors or the GC Pledgors with respect to any Pledge/Guaranty
Document, then the amount credited against (or used to reduce) amounts owed by
the Company, Aliante LLC, the Station Pledgors or the GC Pledgors under the
Construction Loan Documents, Expansion Project Loan Documents, Permanent Loan
Documents or the Pledge/Guaranty Documents as a result of the foreclosure or
transfer of the collateral shall be deemed an Additional Capital Contribution
by GC to the Company and an additional capital contribution by the Company to
Aliante LLC for purposes of the Aliante Operating Agreement.


(vii)         In the event that (A) any Station
Pledgor is required to make a payment to the lender(s) with respect to an
applicable Pledge/Guarantee Document, (B) any collateral of a Station Pledgor
pledged thereunder is foreclosed or transferred in lieu of foreclosure or (C)
any dividends or distributions with respect to any pledged collateral of a
Station Pledgor is used to make a payment to the lender(s) on behalf of Aliante
LLC, the Company, a Station Pledgor or a GC Pledgor with respect to any
Pledge/Guaranty



 23
 








Document, then the amount
credited against (or used to reduce) amounts owed by the Company, Aliante LLC,
the Station Pledgors or the GC Pledgors under the Construction Loan Documents,
Expansion Project Loan Documents, Permanent Loan Documents or the
Pledge/Guaranty Documents as a result of the foreclosure or transfer of the
collateral shall be deemed an Additional Capital Contribution by Station to the
Company and an additional capital contribution by the Company to Aliante LLC
for purposes of the Aliante Operating Agreement.


(viii)        In the event that, pursuant to Sections
4.2(f)(v), (vi) or (vii), one (1) Member is deemed to have made an
Additional Capital Contribution, and the other Member has not made (or been
deemed to have made) an Additional Capital Contribution of equal amount (the
difference being a “Disproportionate Guaranty Contribution”), the Member
who has made (or is deemed to have made) less of an Additional Capital
Contribution shall, within ten (10) days after a Disproportionate Guarantee
Contribution, pay the Member who made the Disproportionate Guaranty
Contribution an amount equal to one-half (1/2) of the Disproportionate Guaranty
Contribution (the  “Required Guaranty
Payment”).  Upon the payment of the
Required Guaranty Payment, the recipient Member’s Additional Capital
Contribution will be deemed reduced by an amount equal to the Required Guaranty
Payment and the paying Member’s additional Capital Contribution will be deemed
increased by an amount equal to the Required Guaranty Payment.  If the Required Guaranty Payment is not so
paid within such ten (10) day period, such failure automatically shall be
deemed to be an Additional Contribution Default for all purposes under this
Agreement.  The provisions of this Section
4.2(f) shall continue until all of the Company, the Members, Parent and GC
Affiliates are released from the documents evidencing the Construction Loan
Documents, Expansion Project Loan Documents and Permanent Loan Documents, as
the case may be, and the Pledge/Guaranty Documents, and shall not be affected
by a release of less than all of the foregoing parties.


(ix)           The
Members acknowledge that the Members, Parent or GC Affiliates may, under the
Construction Financing, Expansion Financing or Permanent Financing, have the
right to pledge additional collateral (including cash) to cure the default (a “Curable Default”) of one (1) of
the Members, Parent or GC Affiliates under other loan documents or by reason of
Bankruptcy or a similar event (a “Cure
Pledge”).  In the event that a Curable
Default by Station, Parent, GC or GC Affiliates occurs, then Station and Parent
in the case of a Curable Default by Station or Parent, and GC and GC Affiliates
in the case of a Curable Default by GC or GC Affiliates, shall have ten (10)
days from such Curable Default to make the Cure Pledge.  If they fail to do so, then GC and GC
Affiliates in the case of the failure of Station and Parent, and Station and
Parent in the case of the failure of GC and GC Affiliates, may make the Cure
Pledge (the Member failing to cure being the “Cross-Default Member,” the
Person making such pledge being the “Curing Party,” and the collateral
pledged being the “Cure Collateral”). 
The Cross Default Member shall indemnify and hold harmless the other
Member from the cost of curing the Curable Default, such as reasonable
attorneys’ fees, escrow costs, and filing fees, but expressly excluding the
opportunity cost of such cure (e.g., the lost opportunity for other uses
of the Cure Collateral), but expressly including the fair market value of the
Cure Collateral valued as of the date of the pledge if the same is foreclosed
or conveyed



 24
 








in lieu of foreclosure
(the “Collateral’s Fair Market Value”). 
If the Cure Collateral is foreclosed or otherwise conveyed in lieu of
foreclosure, the Member who pledged the Cure Collateral (or on whose behalf the
Cure Collateral was pledged) may elect to treat the Collateral’s Fair Market
Value as a Default Amount or Default Loan. 
In the event that a Curing Party makes a Cure Pledge, then the Cross
Default Member shall, for so long as such Cure Pledge is outstanding, on each
annual anniversary date of such pledge, pay to the other Curing Party an amount
equal to the lesser of (A) ten percent (10%) of the Collateral’s Fair Market
Value or (B) the maximum permitted by law (the “Cure Cost of Capital”);
such payment shall be prorated for any partial year that the Cure Pledge is
outstanding.  In the event the Cure Cost
of Capital is not paid when due, it shall, at the election of the
Non-Defaulting Member, constitute either a Default Amount or Default Loan under
this Agreement.


(g)           With
respect to Losee LLC, within two (2) Business Days after the Company receives
written notice of a capital call from Losee LLC (a “Losee Additional Capital
Call”), the Executive Committee shall notify each of GC and Station in
writing of (i) the aggregate dollar amount of such Losee Additional Capital
Call, (ii) each Member’s share (which shall be in proportion to each Member’s
Membership Interest as of the date of the notice from the Executive Committee)
of such Losee Additional Capital Call (which shall be the amount of the Member’s
Additional Capital Contribution with respect thereto) and (iii) the date on
which such Additional Capital Contribution is to be made (which shall be no
sooner than ten (10) days, and no later than twenty (20) days, immediately
following the date of the notice of such Additional Capital Contribution from
the Executive Committee), and GC and Station shall make such Additional Capital
Contributions to the Company within such prescribed time period.


4.3           Default.


(a)           [Reserved].


(b)           Default
in Making Additional Capital Contribution.


(i)            Without limiting the additional
rights set forth in Section 4.3(g), if any Member fails to timely make
all or part of any additional Capital Contribution (an “Additional
Contribution Default”) required to be made by such Member pursuant to Section
4.2 (including the failure to pay under any “make-well” or completion
guaranty) (the amount of such failed payment referred to herein as a “Default
Amount”), the Non-Defaulting Member may elect to contribute to the Company
all or a part of the Default Amount (a “Default Contribution”).  The Default Contribution shall be deemed
contributed as an additional Capital Contribution by the Non-Defaulting Member
and the percentage of Membership Interests of the Non-Defaulting Member shall
then be adjusted (an “Initial Dilution”) such that the percentage of
such Membership Interests shall be increased to a fraction, the numerator of
which equals the aggregate Capital Contributions of the Non-Defaulting Member
immediately prior to the payment of the Default Contribution plus one
hundred percent (100%) of the Default Contribution, and the denominator of
which is the aggregate Capital Contributions of all Members (the resulting
increase in the percentage of the Non-Defaulting Member’s Membership Interest
is referred to herein as the “Dilution Interest”).  The percentage of the



 25
 








Membership Interest of
the Defaulting Member shall be reduced accordingly.  Until the Dilution Interest is acquired by
the Defaulting Member in accordance with the provisions of this Section
4.3(b) by paying the Dilution Interest Payment Amount (as hereinafter
defined), the Non-Defaulting Member shall be entitled to all distributions to
which the Defaulting Member would have been entitled in respect of its
Membership Interests (each such distribution paid to the Non-Defaulting Member
in respect of the Defaulting Member’s Membership Interest is referred to herein
as a “Default Distribution”).  Default
Distributions shall be credited first against the Twenty Five Percent
Payment, second against the Default Contribution itself, and third
against the amount of any Disproportionate Contribution.  For a period of one (1) year following the
Non-Defaulting Member’s contribution of the Default Contribution, the
Defaulting Member shall have the option of acquiring the Dilution Interest by
paying the Non-Defaulting Member an amount (the “Dilution Interest Payment
Amount”) equal to (w) one hundred percent (100%) of the amount of
the Default Contribution, plus (x) the Twenty Five Percent Payment, plus
(y) the amount of all Disproportionate Contributions, minus (z) the
amount of any Default Distributions, in which case the Default Contribution
will be canceled, the dilution of the Defaulting Member’s Membership Interests
shall be reversed, and an amount equal to one hundred percent (100%) of the
Default Contribution will be added to the Capital Account balance of the
Defaulting Member.  If the Dilution
Interest is not acquired in full by the Defaulting Member within the foregoing
one (1) year period, the percentage of Membership Interests of the
Non-Defaulting Member shall then be further adjusted (a “Secondary Dilution”)
such that the Non-Defaulting Member’s percentage of the Membership Interests
shall be increased to a fraction, the numerator of which equals (A) the
aggregate Capital Contribution of the Non-Defaulting Member to date (including
the Default Contribution), plus (B) the Twenty Five Percent Payment which
is deemed contributed as an additional Capital Contribution solely for purposes
of calculating a Member’s percentage of Membership Interests, minus (C)
the amount of any Default Distributions, and the denominator of which is the
aggregate Capital Contribution of all Members. 
The percentage of the Membership Interest of the Defaulting Member shall
be reduced accordingly.


(ii)           In the event of an Additional
Contribution Default, the Non-Defaulting Member also may elect either to (A)
withdraw, no later than five (5) days after such Additional Capital
Contribution was made by the Non-Defaulting Member, its Additional Capital
Contribution which was made timely (and upon such withdrawal, the Defaulting
Member no longer shall be in default, and the requirement to make an Additional
Capital Contribution shall be deemed to have been canceled and neither Member
shall have been deemed to have made an Additional Capital Contribution), or (B)
not make a Default Contribution at all. 
In the event that the Non-Defaulting Member elects the foregoing option
(B), the Company shall not pay any distribution to the Defaulting Member from
the date on which such Additional Capital Contribution was required to be made
by the Defaulting Member, and such amounts that otherwise would be distributed
to the Defaulting Member shall be retained by the Company and deemed to be a
Capital Contribution of the Defaulting Member (“Retained Distributions”),
until the earlier of (I) the date on which the Defaulting Member has
contributed such Default Amount to the Company (reduced by any Retained
Distributions), there are no other unpaid delinquent Capital Contributions
required to be made by such Member, and the Defaulting Member



 26
 








has paid the
Non-Defaulting Member the Twenty Five Percent Payment on the Default Amount and
all subsequent delinquent Capital Contributions, or (II) the date on which the
aggregate amount of all such Retained Distributions equals the sum of
(X) the Default Amount, (Y) all other subsequent delinquent Capital Contributions
that remain unpaid as of the date of determination, and (Z) the Twenty
Five Percent Payment on the Default Amount and all subsequent delinquent
Capital Contributions.  In the event that
any of the foregoing (I) or (II) occurs (a “Default Repayment Event”),
an amount equal to one hundred percent (100%) of the Default Amount shall be
deemed to be contributed to the capital of the Company on behalf of the
Defaulting Member and the Defaulting Member’s Capital Account shall be adjusted
to reflect such Capital Contribution and the Company shall pay the
Non-Defaulting Member the Twenty Five Percent Payment (to the extent such
Twenty Five Percent Payment has not been paid previously to the Non-Defaulting
Member).


(c)           Disenfranchisement.  At any time after an Additional Contribution
Default (except if the Non-Defaulting Member withdraws its Additional
Capital Contribution pursuant to Section 4.3(b)(ii)(A)), the Defaulting
Member shall have no representatives on the Executive Committee and no vote on
any matter coming before the Members, except that such Defaulting Member’s
consent still shall be required with respect to the items set forth in Section
5.4.  The disenfranchisement pursuant
to this Section 4.3(c) shall end at such time as the Defaulting Member
has paid the Dilution Interest Payment Amount or Default Loan (plus Default
Loan Interest), as applicable, or a Default Repayment Event has occurred.


(d)           Default
Call and Put.


(i)            Within thirty (30) days after the
day after a Secondary Dilution occurs (a “Dilution Date”) pursuant to Section
4.3(b), and within thirty (30) days after each of the first five (5) annual
anniversaries of a Dilution Date, and on the tenth (10th) and fifteenth (15th) annual anniversaries of a
Dilution Date, the Non-Defaulting Member may give written notice to the
Defaulting Member that it is considering exercising the right to purchase the
Defaulting Member’s Membership Interest (the “Default Call”) and that
the Appraised Value should be determined as of the date of such notice.  Within thirty (30) days after the
determination of the Appraised Value, the Non-Defaulting Member shall notify
the Defaulting Member if it desires to exercise the Default Call.  The purchase and sale thereafter shall occur
within ten (10) days following receipt of all necessary third-party consents
and approvals for such transfer.  At the
closing, the Membership Interest shall be conveyed free and clear of all liens
and encumbrances (except this Agreement and the Aliante Operating Agreement),
and the selling Member and its Affiliates shall be released from all
indebtedness or guaranties incurred on behalf of the Company.  The acquisition price shall be the Appraised
Value and, unless the Defaulting Member otherwise agrees, be paid in cash.


(ii)           No later than one (1) year prior to
the fifth (5th),
tenth (10th) and
fifteenth (15th) annual
anniversaries of a Dilution Date, the Defaulting Member may give written notice
to the Non-Defaulting Member that it is considering exercising the right to
sell its Membership Interest to the Non-Defaulting Member (the “Default Put”)
and that the Appraised Value should be calculated as of thirty (30) days prior
to the applicable



 27
 








anniversary of a Dilution
Date.  Within thirty (30) days after the
determination of the Appraised Value, the Defaulting Member shall notify the
Non-Defaulting Member if it desires to exercise the Default Put (the “Default
Put Exercise Date”).  The purchase
and sale shall occur on the later of within thirty (30) days prior to the fifth
(5th),
tenth (10th) and fifteenth
(15th) annual
anniversaries of a Dilution Date, as applicable, or ten (10) days following
receipt of all necessary third-party consents and approvals for such
transfer.  At the closing, the Membership
Interest shall be conveyed free and clear of all liens and encumbrances (except
this Agreement and the Aliante Operating Agreement ), and the selling Member
and its Affiliates shall be released from all indebtedness or guaranties
incurred on behalf of the Company, Aliante LCC or Losee LLC.  The acquisition price shall be the Appraised
Value, and, unless the Defaulting Member otherwise agrees, be paid in cash.


In the event a Member defaults on acquiring a Member’s Membership
Interest pursuant to a Default Put, or the requisite consents and approvals to
Transfer have not (or cannot be) obtained with respect to a Default Put within
one (1) year after the Default Put Exercise Date, or the selling Member and its
Affiliates cannot be released from all indebtedness or guaranties with respect
to a Default Put within one (1) year after the Default Put Exercise Date, then
the selling Member can require the Company or its assets to be sold pursuant to
actions taken by an investment banker (selected by the selling Member from the
list on Exhibit B) in a commercially reasonable time period.


(e)           No Penalty or Forfeiture.   GC and Station acknowledge and agree that
the failure of either to make their respective Additional Capital Contributions
shall result in damage to the other and the Company, the exact amount of which
is impractical or extremely difficult to calculate, and that the remedies set
forth in Section 4.3(b)-(d) are a fair and reasonable calculation of
damages under the circumstances, and not a penalty or forfeiture.


(f)            [Reserved].


(g)           Disproportionate
Guaranty Contribution. 
Notwithstanding anything in this Agreement to the contrary, in the event
that there is an Additional Contribution Default based on the failure to make a
Required Guaranty Payment, the Member who has made (or is deemed to have made)
the Disproportionate Guaranty Contribution may elect either to (i) treat the
unpaid Required Guaranty Amount as a Default Amount (with such Default Amount
being deemed contributed as a Default Contribution by the Non-Defaulting
Member) under Section 4.3(b) with all rights and remedies under this
Agreement with respect to Default Amounts and Default Contributions, or (ii) if
treating the Disproportionate Guaranty Contribution as a Default Amount (or
exercising remedies in connection therewith, including, without limitation,
dilution or disenfranchisement of the Defaulting Member) would result in a
termination of the commitment for or acceleration of the Construction
Financing, Expansion Financing or Permanent Financing, or if the
Disproportionate Guaranty Contribution is the result of a foreclosure or
transfer in lieu of a foreclosure pursuant to the Pledge/Guaranty Documents,
treat the Required Guaranty Amount as a loan (the “Default Loan”) to the
Defaulting Member which shall accrue interest on the outstanding principal of
the Default Loan at an interest rate equal to the prime rate as announced by
Bank of America N.A. plus ten percent (10%) per annum, compounded
annually (the “Default Loan Interest”). 
Notwithstanding anything in this Section 4.3 to the contrary, in
the



 28
 








event that the Non-Defaulting Member treats the
Required Guaranty Amount as a Default Loan, the Defaulting Member shall not be
entitled to any distributions whatsoever under this Agreement until such time
as the Non-Defaulting Member has received distributions otherwise distributable
to the Defaulting Member pursuant to the final paragraph of Section 4.5(a)
equal to the Default Loan plus Default Loan Interest.  The provisions of this Section 4.3(g)
shall continue until all of the Company, Aliante LLC, the Members, Parent, GC
Pledgors and Station Pledgors are released from the Construction Loan
Documents, Expansion Project Loan Documents and Permanent Loan Documents, as
the case may be, and the Pledge/Guaranty Documents, and shall not be affected
by a release of less than all of the foregoing parties.


4.4           Allocation
of Profits and Losses.


For purposes of
determining Capital Accounts under this Section 4.4: (i) Capital
Accounts shall be reduced by distributions with respect to such Fiscal Year,
and (ii) a Member’s Capital Account shall be increased by such Member’s share
of Minimum Gain and Minimum Gain Attributable to Member Nonrecourse Debt
determined as of the end of such Fiscal Year.


(a)           Profits.  After giving effect to the special
allocations set forth in Section 4.4(c), Profits shall be allocated as
follows: (i) first, to those Members with negative Capital Account
balances, that portion of Profits which is equal in amount to, and in
proportion to, such Members’ respective negative Capital Accounts in the
Company; provided, however, that no such Profits shall be
allocated under this paragraph to a Member once such Member’s Capital Account
is brought to zero; and (ii) the balance, to those Members in the amount
and to the extent necessary to increase the Members’ respective Capital
Accounts so that if the proceeds were distributed under Section 6.2(c)
at the end of the Fiscal Year, such proceeds would be distributed in accordance
with the Members’ respective Capital Account balances.


(b)           Losses.  After giving effect to Section 4.4(c),
Losses shall be allocated to each Member as follows: (i) first, to those
Members to the extent and in such proportions necessary to decrease the
respective positive balances in all Members’ Capital Accounts so that the proceeds
distributed under Section 6.2(c) will be distributed in accordance with
the Members’ respective adjusted Capital Accounts; and (ii) the balance,
to the Members in accordance with the manner in which they bear the economic
risk of loss associated with such Loss.


(c)           Special
Allocations.  Notwithstanding any
provisions of Section 4.4(a) or Section 4.4(b), the
following special allocations shall be made in the following order:


(i)            Minimum Gain Chargeback
(Nonrecourse Liabilities).  If there
is a net decrease in Minimum Gain for any Fiscal Year (except as a
result of certain conversions or refinancings of Company indebtedness, certain
capital contributions or certain revaluations of property as further outlined
in Regulation Sections 1.704-2(d)(4), (f)(2), or (f)(3)), each Member shall be
specially allocated items of Company income and gain for such year (and, if
necessary, subsequent years) in an amount equal to that Member’s share of the
net decrease in Minimum Gain.  The items
to be so allocated shall be determined in accordance with Regulation Section
1.704-2(f) and (j)(2).  This Section 4.4(c)(i)
is intended to comply with the minimum gain chargeback requirement in said
section of the Regulations and shall be interpreted consistently therewith.



 29
 








Allocations
pursuant to this Section 4.4(c)(i) shall be made in proportion to the
respective amounts required to be allocated to each Member pursuant hereto.


(ii)           Minimum Gain Attributable to
Member Nonrecourse Debt.  If there is
a net decrease in Minimum Gain Attributable to Member Nonrecourse Debt during
any Fiscal Year (other than due to the conversion, refinancing or other change
in the debt instrument causing it to become partially or wholly nonrecourse,
certain capital contributions, or certain revaluations of property as further
outlined in Regulations Section 1.704-2(i)(4)), each Member shall be specially
allocated items of Company income and gain for such year (and, if necessary,
subsequent years) in an amount equal to that Member’s share of the net decrease
in the Minimum Gain Attributable to Member Nonrecourse Debt.  The items to be so allocated shall be
determined in accordance with Regulations Sections 1.704-2(i)(4) and
(j)(2).  This Section 4.4(c)(ii)
is intended to comply with the minimum gain chargeback requirement with respect
to Member Nonrecourse Debt (as defined in and) contained in said sections of
the Regulations and shall be interpreted consistently therewith.


Allocations pursuant to
this Section 4.4(c)(ii) shall be made in proportion to the respective
amounts required to be allocated to each Member pursuant hereto.


(iii)          Qualified Income Offset.  In the event any Member unexpectedly receives
any adjustments, allocations or distributions described in Regulations Sections
1.704-1(b)(2)(ii)(d)(4), (5) or (6), and such Member has an Adjusted Capital
Account Deficit, items of Company income and gain shall be specially allocated
to such Member in an amount and manner sufficient to eliminate the Adjusted
Capital Account Deficit as quickly as possible. 
This Section 4.4(c)(iii) is intended to constitute a “qualified
income offset” under Regulations Section 1.704-1(b)(2)(ii)(d) and shall be
interpreted consistently therewith.


(iv)          Nonrecourse Deductions.  Nonrecourse Deductions for any Fiscal Year or
other applicable period shall be allocated to the Members in proportion to
their respective Capital Account balances.


(v)           Member Nonrecourse Deductions.  Member Nonrecourse Deductions for any Fiscal
Year shall be specially allocated to the Member that bears the economic risk of
loss for the debt in respect of which such Member Nonrecourse Deductions are
attributable (as determined under Regulations Sections 1.704-2(b)(4) and
(i)(1)).


(vi)          Curative
Allocations.  The Regulatory
Allocations (as hereinafter defined) shall be taken into account in allocating
other items of income, gain, loss and deduction among the Members so that, to
the extent possible, the cumulative net amount of allocations of Company items
under Section 4.4(a), (b) and (c) hereof shall be equal to the net
amount that would have been allocated to each Member if the Regulatory
Allocations had not occurred.  This Paragraph
(vi) is intended to minimize to the extent possible and to the extent
necessary any economic distortions that may result from application of the
Regulatory Allocations and shall be interpreted in a manner consistent
therewith.  For purposes hereof, “Regulatory
Allocations” shall mean all the allocations provided under this Section
4.4(c) other than this Paragraph (vi).



 30














(d)           Tax
Allocations.


(i)            Generally.  Subject to Paragraph (ii) of this Subsection
(d), items of income, gain, loss, deduction and credit to be allocated for
income tax purposes (collectively, “Tax Items”) shall be allocated among
the Members on the same basis as their respective book items.


(ii)           Allocations
Respecting Section 704(c) and Revaluations. 
Notwithstanding Paragraph (i) of this Subsection (d), Tax
Items with respect to Company property that is subject to Code Section 704(c)
and/or Regulations Section 1.704-1(b)(2)(iv)(f) shall be allocated in
accordance with said Code section and/or Regulations Section 1.704-1(b)(4)(i),
as the case may be, using the “traditional method” or, upon unanimous approval
of the Members, any other reasonable method permitted in Regulations Section
1.704-3.


4.5           Distributions.


(a)           Distributions of Distributable
Cash Prior to Liquidation.  Subject
to any limitations in any other applicable agreement or document, all cash
received by the Company from Aliante LLC and Losee LLC, less appropriate
Reserves as determined by the Executive Committee (“Distributable Cash”),
shall be disbursed or distributed immediately to the Members in the following
order:


(i)            First, subject to clause
(iii) below, to the Members pro rata in accordance with each Member’s share
of unreturned Capital Contributions (other than Default Contributions) until
each Member shall have received (giving effect to all distributions pursuant to
this Section 4.5(a)(i) in the current and previous Fiscal Years) an
amount equal to such Member’s Capital Contributions (other than Default
Contributions).


(ii)           Second, subject to Clause
(iii) below, to the Members, pro rata in accordance with each Member’s
percentage of Membership Interests.


(iii)          Notwithstanding the foregoing Clauses
(i) and (ii), to the extent there are any Twenty Five Percent
Payment amounts or Default Contributions outstanding, any amount that would be
distributed to a Defaulting Member pursuant to clause (i) or (ii)
above shall instead be distributed (A) first, to Persons to whom Twenty Five
Percent Payment amounts are due, in proportion to such amounts due them, until
such Persons have received full payments of their Twenty Five Percent amounts
and (B) second, to Persons that have made Default Contributions, in proportion
to their unreturned Default Contributions until such Persons have received the
full return of their Default Contributions


Notwithstanding the foregoing, taking into account
distributions made with respect to the Fiscal Year pursuant to Section 4.5(a)(i)
and (ii), the Company shall distribute to each Member on an annual basis
not later than one hundred twenty (120) days following the end of each Fiscal
Year an amount equal to forty percent (40%) of the Profits allocated to such
Member for such Fiscal Year pursuant to Section 4.4(a).  Distributions to Members pursuant to the
preceding 



 31
 








sentence shall be an advance of and credited against
distributions to be made to Members under this Agreement in the order that such
distributions would be made pursuant to Section 4.5(a)(i) and (ii)
and Section 6.2(c).  For the
avoidance of doubt, amounts distributable pursuant to this Section 4.5(a)
may be diverted to pay the Twenty Five Percent Payment and Default
Contributions.


(b)           Withholding.  The Company shall withhold and pay over to
the Internal Revenue Service or other applicable taxing authority all taxes or
withholdings, and all interest, penalties, additions to tax, and similar
liabilities in connection therewith or attributable thereto (hereinafter “Withheld
Taxes”) to the extent that the Manager reasonably determines that such
withholding and/or payment is required by the Code or any other law, rule or
regulation.  The Manager shall determine
to which Member such Withheld Taxes are attributable in accordance with
applicable law.  All amounts withheld
pursuant to this Section 4.5(b) with respect to any allocation, payment
or distribution to any Member shall be treated as amounts distributed to such
Member pursuant to Section 4.5(a) or (b), as the case may be, for
all purposes of this Agreement.


(c)           Certain
Adjustments.  If an amount payable to
the Company is reduced because the Person paying that amount withholds and/or
pays over to the Internal Revenue Service or other applicable taxing authority
any amount as a result of the status of a Member, the Executive Committee shall
make such adjustments to amounts distributed and allocated among Members as the
Executive Committee reasonably determines to be appropriate.


ARTICLE
V


Members;
Transfer of Interests


5.1           Admission.  GC and Station became Members on the
Effective Date.  Notwithstanding any
contrary provision of the Act, the Company may admit new Members to the Company
only with the prior consent of the Executive Committee on such terms as Station
and GC mutually agree.  No Person shall
be admitted as a Member until all approvals required by the Gaming Laws are
obtained.


5.2           Transfer
of Interests.


(a)           No
Transfer Without Executive Committee Consent.  No Member may Transfer all or any part of its
Membership Interest in the Company (other than a Transfer (i) pursuant to Section
4.3(d), Section 5.2(b) or Section 5.3) or (ii) subject to Section
5.2(b), to one (1) or more Greenspun Family Members (or an entity
wholly-owned by one (1) or more Greenspun Family Members) in the case of GC and
a wholly-owned Subsidiary of Parent in the case of Station which expressly
assumes in writing the obligations of the transferor under this Agreement (as
long as such Transfer would not adversely affect the classification of the
Company as a partnership for federal or state income tax purposes)) or
otherwise assign or delegate any of such Member’s rights and obligations as a
Member without the prior consent of the Executive Committee.  In the event of a Transfer permitted by Clause
(ii) of the preceding sentence, the transferor and transferee(s) shall be
treated as a single Member for all purposes of this Agreement.  For purposes of this Section 5.2(a),
there shall be a Transfer of GC’s Membership Interest in the Company if one (1)
or more Greenspun Family Members do not own one hundred 



 32
 








percent (100%) of GC; provided, however, that
the pledge or other hypothecation of GC’s or Station’s Membership Interest to
secure Construction Financing, Expansion Financing or Permanent Financing, or
the subsequent foreclosure or transfer in lieu thereof, to the construction or
permanent lender or bona fide purchaser or transferee of such lender, shall not
be deemed a Transfer.  Notwithstanding
anything in this Agreement to the contrary, in the event of any Transfer by GC
or Station of any or all of its Membership Interest in contravention of this Section
5.2(a), such as, but not limited to, by operation of law, Bankruptcy or the
like, the transferee shall have no rights to vote any matters coming before the
Members and the other Member shall have the sole right to vote and appoint
members to the Executive Committee.


(b)           Transfer
Upon Change in Control.


(i)            Station shall give written notice to
GC (a “Change in Control Notice”) no later than thirty (30) days
following a Change in Control, which Change in Control Notice shall describe
the events or circumstances which constitute such Change in Control in
reasonable detail.  Promptly thereafter,
the Executive Committee shall determine the Appraised Value of each Member’s
Membership Interest as of the date of the Change in Control Notice.


(ii)           Within
thirty (30) days after receipt of written notice of the Appraised Value of
Station’s Membership Interest, GC shall give Station written notice (the “Change
in Control Call Exercise Notice”) of GC’s intention to purchase Station’s
Membership Interest (the “Change in Control Call”) if GC elects to
exercise the Change in Control Call at such Appraised Value.  GC and Station shall close GC’s purchase of
Station’s Membership Interest pursuant to the exercise of a Change in Control
Call within ten (10) days following receipt of all necessary third-party
consents and approvals for such Transfer, with the purchase price payable in
cash at such closing, unless otherwise agreed by Station.  Station shall convey its Membership Interest
to GC free and clear of all liens and encumbrances (except this Agreement and
the Aliante Operating Agreement), and Station and its Affiliates shall be
released from all indebtedness, pledges and guaranties incurred on behalf of
the Company.  In the event GC defaults on
acquiring Station’s Membership Interest pursuant to this Clause (ii), or
the requisite consents and approvals to Transfer have not (or cannot be)
obtained with respect to a Change in Control Call within one (1) year after the
Change in Control Call Exercise Notice, or Station and its Affiliates cannot be
released from all indebtedness, pledges or guaranties with respect to a Change
in Control Call within one (1) year after the Change in Control Call Exercise
Notice, then Station can require the Company or its assets to be sold pursuant
to actions taken by an investment banker (selected by Station from the list on Exhibit
B) in a commercially reasonable time frame.


(iii)          If GC does not exercise its Change in
Control Call, then at any time during the period commencing on its receipt of
written notice of the Appraised Value of GC’s Membership Interest and ending on
the twelve (12) month anniversary of the closing of the Change in Control
transaction (the “Change in Control Put Period”), GC may give Station
(or the acquiror of Station’s Membership Interest in the Change in Control
transaction, as the case may be) written notice (the “Change in Control Put
Exercise Notice”) of its intention to sell its Membership Interest (the “Change
in Control Put”) to 



 33
 








Station (or the acquirer
of Station’s Membership Interest in the Change in Control, as the case may be)
if GC elects to exercise its Change in Control Put at such Appraised Value.  GC and Station (or the acquiror of Station’s
Membership Interest in the Change in Control transaction, as the case may be)
shall close the purchase of GC’s Membership Interest within ten (10) days
following receipt of all necessary third-party consents and approvals for such
Transfer, with the purchase price payable in cash at such closing, unless
otherwise agreed by GC.  GC shall convey
its Membership Interest to Station (or the acquiror of Station’s Membership
Interest in the Change in Control transaction, as the case may be) free and
clear of all liens and encumbrances (except this Agreement and the Aliante
Operating Agreement), and GC and its Affiliates shall be released from all
indebtedness, pledges and guaranties incurred on behalf of the Company.  In the event Station (or the acquiror of
Station’s Membership Interest in the Change in Control transaction, as the case
may be) defaults on acquiring GC’s Membership Interest pursuant to this Clause
(iii), or the requisite consents and approvals to Transfer have not (or
cannot be) obtained with respect to a Change in Control Put within one (1) year
after the Change in Control Put Exercise Notice, or GC and its Affiliates
cannot be released from all indebtedness, pledges or guaranties with respect to
a Change in Control Put within one (1) year after the Change in Control Put
Exercise Notice, then GC can require the Company or its assets to be sold
pursuant to actions taken by an investment banker (selected by GC from the list
on Exhibit B) in a commercially reasonable time frame.


(c)           Special
Provisions Applicable to Change in Control Call.  In the event that Station’s Membership
Interest is the subject of a Change in Control Call, Station shall, at the
option of GC, be obligated to continue to serve as the Manager for a period of
up to six (6) months after the consummation of the purchase of Station’s
Membership Interest, during which time Station shall continue to perform its
obligations hereunder and receive the Incentive Management Fee and the Base
Management Fee and will cooperate with Aliante LLC in its efforts to engage a
successor Manager.


(d)           Attempted
Transfers in Contravention.  Any
attempted Transfer in contravention of this Article V shall be void and
of no effect and shall not bind or be recognized by the Company.  In the case of an attempted Transfer not
permitted hereby, the parties attempting to engage in such Transfer shall
indemnify and hold harmless (and hereby agree to indemnify and hold harmless),
the Company and the other Members from all costs, liabilities and damages that
any of such indemnified Persons may incur (including, without limitation,
incremental tax liability and attorneys’ fees and expenses) as a result of such
attempted Transfer and efforts to enforce the indemnity granted hereby.


(e)           Distributions and Allocations Upon
Transfers.  If during any Fiscal Year
there is a Transfer of an interest in the Company in compliance with the
provisions of this Article V, Profits and Losses and all other items
attributable to the transferred interest for such period shall be divided and
allocated between the transferor and the transferee by taking into account
their varying interests during the period in accordance with Code Section
706(d), using the interim closing of books method or, upon the unanimous
approval of the Members, any other conventions permitted by law and selected by
the Executive Committee.  All
distributions with respect to the transferred interest on or before the date of
the Transfer shall be made to the transferor, and all distributions thereafter
with respect to the transferred interest shall be made to



 34
 








the transferee.  Neither the Company nor the Executive
Committee shall incur any liability for making allocations and distributions in
accordance with the provisions of this Article V.


(f)            Compliance
with Gaming Laws.  Notwithstanding
anything to the contrary set forth herein, no Membership Interest or other
ownership interest in the Company shall be issued or Transferred in any manner
whatsoever except in compliance with all Gaming Laws and only after the receipt
of all necessary Gaming Licenses.


5.3           Gaming
Licensing.  Each Member agrees to
promptly and diligently, at its own cost, file for and seek to obtain it and
its Affiliates’ Gaming Licenses for the Aliante Project and any gaming project
to be developed on the Losee Property or a New Property by the Company, Losee
LLC, Aliante LLC or any other subsidiary of the Company.


(a)           In
the event that any Member (the “Problem Member”) has not received its
Gaming License for the Aliante Project by the time of the Opening or, by virtue
of its pending gaming application, is substantially impairing or impeding the
receipt by the Company of the Gaming Licenses necessary for the Opening, then
the other Member shall acquire the Problem Member’s Membership Interest, free
and clear of all liens and encumbrances (other than this Agreement), for a
purchase price equal to one hundred percent (100%) of the Problem Member’s
unreturned Capital Contribution, payable in cash, and the Problem Member and
its Affiliates shall be released from all indebtedness, pledges and guaranties
incurred on behalf of the Company.  For a
period of one (1) year after such purchase, if the Problem Member obtains its
Gaming License, it shall have the option, subject to the approval of the
applicable Gaming Authorities, to repurchase its Membership Interest, free and
clear of all liens and encumbrances (other than this Agreement), for a purchase
price equal to the purchase price paid for such Membership Interest by the non-Problem
Member, payable in cash, and assumption of one-half (1/2) of all indebtedness,
pledges or guaranties outstanding by the other Member or its Affiliates on
behalf of the Company.  For a period of
one (1) year after the purchase of the Problem Member’s Membership Interest or
such time as the Problem Member repurchases its Membership Interest, whichever
is shorter, the Company shall not make any distributions to its Members (other
than the payment of fees and reimbursement of costs in the ordinary course of
business).


(b)           If,
subsequent to Opening and the initial licensing of a Member, a Member (also, a “Problem
Member”) is substantially impeding or impairing the ability of the Company
to maintain its Gaming License for the Project, or is resulting in the
imposition of significantly burdensome terms and conditions on any such Gaming
Licenses (a “Gaming Problem”), then the other Member may give written
notice to the Problem Member and the Problem Member shall have the lesser of
that time required by the Gaming Authorities or ninety (90) days to correct
such Gaming Problem.  If such Gaming
Problem is not corrected within the shorter of the above time periods, then the
non-Problem Member may give written notice that it shall acquire the Problem
Member’s Membership Interest, free and clear of all liens and encumbrances
(other than those imposed by this Agreement) for an amount equal to the Problem
Member’s unreturned Capital Contributions, and the Problem Member shall be
released from all indebtedness, pledges and guaranties incurred on behalf of
the Company.  The closing on such
acquisition shall occur upon the lesser of the time required by applicable
Gaming Authority or ninety (90) days after the 



 35
 








notice of intent to acquire the Problem Member’s
Membership Interest.  The purchase price
shall be paid in cash.


5.4           Required
Member Approvals.  Notwithstanding
any other provision herein to the contrary, the prior unanimous affirmative
approval of the Members of the Company shall be required with respect to each
of the following:


(a)           Approval
of a Restricted Activity;


(b)           Approval
of an Affiliate Transaction by a Member which is not an arms-length bona fide
fair market value transaction;


(c)           Amendments
to the Articles and, except as set forth in Section 7.2, any amendment
of this Agreement;


(d)           Any
sale of the business or substantially all of the assets of the Company, a sale
of all or any portion of the Company’s membership interest(s) in Losee LLC, a
sale of all or any portion of the Company’s membership interest(s) in Aliante
LLC, or merger of the Company in which the Company is not the surviving entity
and the Members of the Company immediately prior to such transaction do not
hold a majority of the Voting Stock of the entity surviving such merger, which
sale or merger is not an arms-length bona fide fair market value transaction;


(e)           Admission
of new Member(s) pursuant to Section 5.1 or Transfers pursuant to Section
5.2(a)(iii); or


(f)            Dissolution
of the Company pursuant to Section 6.1(a).


5.5           Place
of Meetings and Meetings by Telephone. 
Meetings of Members shall be held at any place designated by the
Executive Committee.  In the absence of
any such designation, meetings of Members shall be held at the principal place
of business of the Company.  Any meeting
of the Members may be held by conference telephone or similar communications
equipment so long as all Members participating in the meeting can hear one
another, and all Members participating by telephone or similar communications
equipment shall be deemed to be present in person at the meeting.


5.6           Annual
Meeting.  No annual meeting of the
Members shall be required.


5.7           Special
Call of Meetings.  Special meetings
of the Members may be called at any time by any Member owning twenty five
percent (25%) or more of the Membership Interests of the Company or by the
Executive Committee for the purpose of taking action upon any matter requiring
the vote or authority of the Members as provided in this Agreement or the Act
or upon any other matter as to which such vote or authority is deemed by the
Members or the Executive Committee to be necessary or desirable; provided,
however, in no event may any Member call a special meeting of the
Members more than once in any four (4) week period.


5.8           Notice
of Meetings of Members.  All notices
of meetings of Members shall be sent or otherwise given in accordance with Section
8.1 not fewer than five (5) nor more than 



 36
 








ninety (90) days before the date of the meeting.  The notice shall specify (a) the place, date,
and hour of the meeting, and (b) the general nature of the business to be
transacted.


5.9           Manner
of Giving Notice.  Notice of any
meeting of the Members shall be given pursuant to Section 8.1.


5.10         Adjourned
Meeting; Notice.  Any meeting of
Members, whether or not a quorum is present, may be adjourned from time to time
by the vote of the majority of the Membership Interests represented at that
meeting, either in person or by proxy. 
When any meeting of Members is adjourned to another time or place,
notice need not be given of the adjourned meeting, unless a new record date of
the adjourned meeting is fixed or unless the adjournment is for more than sixty
(60) days from the date set for the original meeting, in which case the
Executive Committee shall set a new record date and shall give notice in
accordance with the provisions of Sections 5.8 and 5.9.  At any adjourned meeting, the Company may
transact any business that might have been transacted at the original meeting.


5.11         Quorum;
Voting.  At any meeting of the
Members, a majority of the Membership Interests of the Company, present in
person or by proxy, shall constitute a quorum for all purposes.  Except as otherwise required by this
Agreement (including, without limitation, Section 5.4) or the Act, all
matters shall be determined by an affirmative vote of Members holding at least
a majority of the Membership’s Interests of the Company when a quorum is
present.


5.12         Waiver
of Notice by Consent of Absent Members. 
The transactions of a meeting of Members however called and noticed and
wherever held, shall be as valid as though taken at a meeting duly held after
regular call and notice if a quorum is present either in person or by proxy and
if either before or after the meeting, each Person entitled to vote who was not
present in person or by proxy signs a written waiver of notice or a consent to
a holding of the meeting or an approval of the minutes.  The waiver of notice or consent need not
specify either the business to be transacted or the purpose of any meeting of
Members.  Attendance by a Person at a
meeting shall also constitute a waiver of notice of that meeting, except
when the Person objects at the beginning of the meeting to the transaction of
any business because the meeting is not lawfully called or convened and except
that attendance at a meeting is not a waiver of any right to object to the
consideration of matters not included in the notice of the meeting if that
objection is expressly made at the beginning of the meeting.


5.13         Member
Action by Written Consent Without a Meeting.  Except as provided in this Agreement or the
Act, any action that may be taken at any meeting of Members may be taken
without a meeting and without prior notice if a consent in writing setting
forth the action so taken is signed by Members holding at least a majority of
the Membership Interests of the Company, or such greater number as is required
by this Agreement or the Act with respect to a particular issue.  Any such written consent may be executed and
given by telecopy or similar electronic means. 
Such consents shall be filed with the Company and shall be maintained in
the Company’s records.



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5.14         Record
Date for Member Notice, Voting, and Giving Consents.


(a)           For
purposes of determining the Members entitled to vote or act at any meeting or
adjournment thereof, the record date for determining Members entitled to notice
of or to vote at a meeting of Members shall be at the close of business on the
business day immediately preceding the day on which notice is given, or if
notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held.


(b)           The
record date for determining Members entitled to give consent to action in
writing without a meeting, (i) when no prior action of the Executive Committee
has been taken, shall be the day on which the first written consent is given or
(ii) when prior action of the Executive Committee has been taken, shall be (A)
such date as determined for that purpose by the Executive Committee, which
record date shall not precede the date upon which the resolution fixing it is
adopted by the Executive Committee and shall not be more than twenty (20) days
after the date of such resolution or (B) if no record date is fixed by the
Executive Committee, the record date shall be the close of business on the day
on which the Executive Committee adopts the resolution relating to that action.


(c)           Only
Members of record on the record date as herein determined shall have any right
to vote or to act at any meeting or give consent to any action relating to such
record date, provided, however, that no Member who Transfers all
or part of such Member’s Membership Interest after a record date (and no
transferee of such Membership Interest) shall have the right to vote or act
with respect to the transferred Membership Interest as regards the matter for
which the record date was set.


5.15                           In
General.


(a)           As of the Effective Date.    As of the Effective Date, each of the
Members hereby makes each of the representations, warranties and covenants applicable
to such Member as set forth in this Section 5.15(a) (which shall survive
the execution of this Agreement) which shall be for the benefit of the Company
and other Members:


(i)            Due Incorporation or Formation;
Authorization of Agreement.  Such
Person is a limited liability company, it is duly organized or duly formed,
validly existing, and in good standing under the laws of the jurisdiction of
its formation and has the limited liability company power and authority to own
its property and carry on its business as owned and carried on the Effective
Date and as contemplated hereby.  Such
Person is duly licensed or qualified to do business and in good standing in
each of the jurisdictions in which the failure to be so licensed or qualified
would have a material adverse effect on its financial condition or its ability
to perform its obligations hereunder. 
Such Person has the limited liability company power and authority to
execute and deliver this Agreement and to perform its obligations hereunder,
and the execution, delivery, and performance of this Agreement has been duly
authorized by all necessary limited liability company action.  This Agreement constitutes the legal, valid,
and binding obligation of such Person enforceable in accordance with its respective
terms (except as enforceability may be limited by applicable bankruptcy,
insolvency or other similar laws affecting creditor’s rights generally, and
except that the availability of equitable remedies is subject to judicial
discretion).



 38
 








(ii)           No Conflict With Restrictions; No
Default.  Neither the execution,
delivery, and performance of this Agreement nor the consummation by such Person
of the transactions contemplated hereby (A) will conflict with, violate, or
result in a breach of any of the terms, conditions, or provisions of any law,
regulation, order, writ, injunction, decree, determination, or award of any
court, any governmental department, board, agency, or instrumentality, domestic
or foreign, or any arbitrator, applicable to such Person, (B) will conflict
with, violate, result in a breach of, or constitute a default under any of the
terms, conditions, or provisions of the articles of organization or operating
agreement of such Person or of any material agreement or instrument to which
such Person is a party or by which such Person is or may be bound or to which
any of its material properties or assets is subject, (C) will  conflict with, violate, result in a breach
of, constitute a default under (whether with notice or lapse of time or both),
accelerate or permit the acceleration of the performance required by, give to
others any material interests or rights, or require any consent, authorization,
or approval under any indenture, mortgage, lease agreement, or instrument to
which such Person is a party or by which such Person is or may be bound, or (D)
will result in the creation or imposition of any lien upon any of the material
properties or assets of such Person.


(iii)          Governmental Authorizations.  Any registration, declaration or filing with
or consent, approval, license, permit or other authorization or order by, any
governmental or regulatory authority, domestic or foreign, that is required in
connection with the valid execution, delivery, acceptance, and performance by
such Person under this Agreement or the consummation by such Person of any
transaction contemplated hereby has been completed, made, or obtained on or
before the Effective Date, except as set forth in this Agreement.


(iv)          Litigation.  There are no actions, suits, proceedings, or
investigations pending or, to the knowledge of such Person, threatened against
or affecting such Person or any of its properties, assets, or businesses in any
court or before or by any                 governmental
department, board, agency, or instrumentality, domestic or foreign, or any arbitrator
which could, if adversely determined (or, in the case of an investigation could
lead to any action, suit, or proceeding, which if adversely determined could)
reasonably be expected to materially impair such Person’s ability to perform
its obligations under this Agreement or to have a material adverse effect on
the consolidated financial condition of such Person; and such Person has not
received any currently effective notice of any default, and such Person is not
in default, under any applicable order, writ, injunction, decree, permit,
determination, or award of any court, any governmental department, board,
agency, or instrumentality, domestic or foreign, or any arbitrator which could reasonably
be expected to materially impair such Person’s ability to perform its obligations
under this Agreement or to have a material adverse effect on the consolidated financial
condition of such Person.


(v)           Investigation.  Such Person is acquiring its Membership
Interest based upon its own investigation, and the exercise by such Person of
its rights and the performance of its obligations under this Agreement will be
based upon its own investigation, analysis, and expertise.  Such Person’s acquisition of its Membership 



 39
 








Interest is being made for
its own account for investment, and not with a view to the sale or distribution
thereof.


(vi)          Accredited Investor.  Such Person is an “accredited investor”
within the meaning of applicable state and federal securities laws.  The Person’s overall commitment to
investments that are not readily marketable is not disproportionate to its net
worth, and the purchase of the Membership Interest will not cause such overall
commitment to become excessive.


(vi)          No Statute of Limitations Defense.  The Company, the Members and Parent agree
that during any period under the Construction Loan Documents, Expansion Project
Loan Documents or Permanent Loan Documents, including any Pledge/Guaranty
Documents, the Members, Parent, the Station Pledgors or the GC Pledgors are required
to “stand still” with respect to claims against one another, each Party agrees
not to assert the statute of limitations as a defense to any action brought by
another Party to the extent such statute of limitations applies solely because
of such “stand still” and the Parties agree that any such statute of
limitations period shall be tolled for the period of time that any such Party
is required to “stand still.”


(b)           As
of the Contribution Date.  As of the Contribution Date, each of
the Members hereby makes each of the representations, warranties and covenants
applicable to such Member as set forth in this Section 5.15(b) (which
shall survive the execution of this Agreement), and as set forth on Exhibit
C-1 in the case of GC, or as set forth on Exhibit C-2 in the case of
Station (each of which shall survive the execution of this Agreement for the
period set forth therein), which shall be for the benefit of the Company and
other Members:


(i)            Solely with respect to GC, GC is the
lawful owner of the Aliante Membership Interests and all of such Aliante
Membership Interests being contributed to the Company are (A) duly authorized,
validly issued, fully paid and nonassessable, and constitute one hundred
percent (100%) of the issued and outstanding membership interests in Aliante
LLC and (B) free and clear of all liens and encumbrances.  Neither GC nor any of its Affiliates has
assigned, conveyed or transferred, or attempted or purported to assign, convey
or transfer, in any manner or degree whatsoever, to any person or entity, any
rights, title, present interest, future interest or claim in or to any portion
of the Aliante Membership Interests, and no other person or entity has the
right to assert any claim in or to any portion thereof or any option, warrant
or other right to purchase or acquire a member interest in Aliante LLC.  No licenses, permits, consents, approvals,
authorizations or waivers must be obtained from, and no notices given to or
filings made with any governmental or regulatory authority or third person, for
GC to transfer the Aliante Membership Interests to the Company as provided in
this Agreement, or for the performance by GC of its obligations under this
Agreement.  Aliante LLC has no assets
other than title to the Resort Property, together with rights and appurtenances
relating thereto.  Aliante LLC has no
liabilities (whether absolute, accrued, contingent, fixed or otherwise, or
whether due or to become due) other than the costs and expenses incurred in the
ordinary course of the ownership of the Resort Property.  There are no pending or, to the knowledge of
GC, threatened legal proceedings or actions of any kind or character affecting
the Resort Property or Aliante LLC’s interest therein.  Other than 



 40
 








those previously
disclosed to Station, there are no leases, or occupancy agreements of any kind
affecting the Resort Property. 
Notwithstanding anything herein to the contrary, GC covenants and agrees
that it will not, and it will not permit Aliante LLC, to acquire any assets
other than the Resort Property (together with appurtenant interests and related
intangible rights and interests), incur any liabilities or obligations other
than costs and expenses incurred in the ordinary course of the ownership of the
Resort Property, after the Effective Date and on or before the Contribution
Date without the prior written consent of Station.


(ii)           Solely with respect to Station,
Station is the lawful owner of the Losee Membership Interests all of the Losee
Membership Interests being contributed to the Company are (A) duly authorized,
validly issued, fully paid and nonassessable, and constitute one hundred
percent (100%) of the issued and outstanding membership interests in Losee LLC
and (B) free and clear of all liens and encumbrances.  Neither Station nor any of its Affiliates has
assigned, conveyed or transferred, or attempted or purported to assign, convey
or transfer, in any manner or degree whatsoever, to any person or entity, any
rights, title, present interest, future interest or claim in or to any portion
of the Losee Membership Interest, and no other person or entity has the right
to assert any claim in or to any portion thereof or any option, warrant or
other right to purchase or acquire a member interest in Losee LLC.  No licenses, permits, consents, approvals,
authorizations or waivers must be obtained from, and no notices given to or
filings made with any governmental or regulatory authority or third person, for
Station to transfer the Losee Membership Interests to the Company as provided
in this Agreement, or for the performance by Station of its obligations under
this Agreement.  Losee LLC has no assets
other than title to the Losee Property, together with rights and appurtenances
relating thereto.  Losee LLC has no
liabilities (whether absolute, accrued, contingent, fixed or otherwise, or
whether due or to become due) other than the costs and expenses incurred in the
ordinary course of the ownership of the Losee Property.  There are no pending or, to the knowledge of
Station, threatened legal proceedings or actions of any kind or character
affecting the Losee Property or Losee’s LLC’s interest therein.  There are no leases, or occupancy agreements
of any kind affecting the Losee Property. 
Notwithstanding anything herein to the contrary, Station covenants and
agrees that it will not, and it will not permit Losee LLC, to acquire any
assets other than the Losee Property (together with appurtenant interests and
related intangible rights and interests), incur any liabilities or obligations
other than costs and expenses incurred in the ordinary course of the ownership
of the Losee Property, after the Effective Date and on or before the
Contribution Date without the prior written consent of GC.


5.16         Compliance
with the Aliante Operating Agreement and the Losee Operating Agreement.  Each Member agrees to abide by, comply with
any and all provisions of and perform each and all of its duties,
responsibilities and obligations pursuant hereto, the Aliante Operating
Agreement and the Losee Operating Agreement in accordance herewith and
therewith, to the extent applicable to such Member.



 41
 








ARTICLE
VI


Dissolution,
Liquidation and Termination


6.1           Dissolution.  The Company shall dissolve and its affairs
shall be wound up upon the occurrence of any of the following:


(a)           the
mutual consent of all Members at any time; or


(b)           the
occurrence of any other event that effects a dissolution of the Company under
the Act.


6.2           Liquidation
and Termination.  On dissolution of
the Company, the Executive Committee shall act as liquidating trustee.  The liquidating trustee shall proceed
diligently to wind up the affairs of the Company and make final distributions
as provided herein and in the Act.  The
costs of liquidation shall be borne by the Company.  Until final distribution, the liquidating
trustee shall continue to operate the Company properties with all of the power
and authority of the Executive Committee. 
The steps to be accomplished by the liquidating trustee are as follows:


(a)           as
promptly as possible after dissolution and again after final liquidation, the
liquidating trustee shall cause an accounting to be made by a firm of
independent public accountants of the Company’s assets, liabilities and
operations through the last day of the calendar month in which the dissolution
occurs or the final liquidation is completed, as applicable;


(b)           the
liquidating trustee shall pay, satisfy or discharge from Company funds all of
the debts, liabilities and obligations of the Company (including, without
limitation, all expenses incurred in liquidation) or otherwise make adequate
provision for payment and discharge thereof (including, without limitation, the
establishment of a cash escrow fund for contingent liabilities in such amount
and for such term as the liquidating trustee may reasonably determine); and


(c)           all
remaining assets of the Company shall be distributed to the Members in
accordance with Section 4.5(a).


6.3           Articles
of Dissolution.  On completion of the
distribution of Company assets as provided herein, the Company’s existence
shall be terminated, and the Executive Committee (or such other person or
persons as the Act may require or permit) shall file Articles of Dissolution
with the Secretary of State of Nevada under the Act and take such other actions
as may be necessary to terminate the existence of the Company.


6.4           Negative
Capital Accounts.  No Member with a
deficit balance in its Capital Account shall have any obligation to make any
contribution to the capital of the Company with respect to such deficit, and
such deficit shall not be considered a debt owed to the Company or to any other
Person for any purpose whatsoever.


6.5           Deemed
Distribution and Recontribution. 
Notwithstanding any other provision of this Article VI, in the
event the Company is liquidated within the meaning of Regulations Section
1.704-1(b)(2)(ii)(g) but no event described in Section 6.1 has occurred,
such liquidation shall not cause a dissolution of the Company for purposes of
the Act and the Company’s assets shall not be liquidated, the Company’s
liabilities shall not be paid or discharged, and the Company’s affairs shall
not be wound up.  Instead, the assets and
liabilities of the Company shall 



 42
 








be deemed to have been contributed to a new company
and the interests in the new company shall be deemed distributed to members of
the former Company, which shall be operated and governed by this Agreement.


6.6           Limitations
on Rights of Members.  Each Member
shall look solely to the assets of the Company for the return of its Capital
Contribution, and except as expressly provided herein, no Member shall have
priority over any other Member as to the return of its Capital Contribution or
as to any distributions or allocations.


ARTICLE
VII


Amendments


7.1           Amendments
Generally.  Except as otherwise
provided in this Article VII, and notwithstanding any contrary provision
of the Act, any amendments to this Agreement and to the Articles may be adopted
with the unanimous written consent of all the Members.


7.2           Amendments
by the Executive Committee.  Without
limiting the power to amend this Agreement granted by Section 7.1
hereof, this Agreement may be amended by the Executive Committee, by executing
an instrument of amendment and giving each Member notice thereof, without the
consent of any of the Members, (a) to effect changes of a ministerial nature
that do not adversely affect the rights, duties or obligations of the Members;
(b) to give effect to the admission of Members in accordance with the terms
hereof; (c) to conform the terms of this Agreement with any Regulations issued
under Code Section 704; or (d) with respect to the Company’s status as a
partnership (and not as an association taxable as a corporation) for federal or
state income tax purposes (i) to comply with the requirements of the
Regulations, or (ii) to ensure the continuation of partnership status; provided,
however, that in the opinion of counsel of the Company any of such
amendments do not adversely affect the rights or interests of any of the
Members.  Notwithstanding the foregoing,
no amendment shall be adopted pursuant to this Section 7.2 if such
amendment would adversely affect the limited liability of the Members or the
status of the Company as a partnership for federal or state income tax
purposes.


ARTICLE
VIII


Miscellaneous


8.1           Notices.  All notices, requests, consents and other
formal communication between the Members, the Manager, the members of the
Executive Committee and the Company that are required or permitted under this
Agreement (“Notices”) shall be in writing and shall be sent to the
address for the respective addressee provided on Exhibit F (each a “Notice
Address”).  Notices shall be (a)
delivered personally with a written receipt of delivery, (b) sent by a
recognized overnight courier requiring a written acknowledgment of receipt or
providing a certification of delivery or attempted deliver (e.g., Federal Express, Airborne, UPS), (c)
sent by certified or registered mail, postage prepaid, return receipt requested,
or (d) transmitted by facsimile machine provided that the facsimile
transmission is received between 8:00 a.m. and 5:00 p.m. (as determined by the
time zone of the addressee), Monday through Friday but excluding holidays on
which the primary office of the addressee is closed, and provided,  further,




 43
 








that a duplicate copy of the Notice is delivered to
the respective Notice Address on the first regular business day following the
date of facsimile transmission.  Notices
shall be deemed delivered when actually received by the addressee at the
respective Notice Address; provided, however, that if the Notice was
sent by overnight courier or mail as aforesaid and is affirmatively refused or
cannot be delivered during customary business hours by reason of the absence of
a signatory to acknowledge receipt, or by reason of a change of address with
respect to which the addressor did not have either knowledge or written notice
delivered in accordance with this Section, then the first attempted delivery
shall be deemed to constitute delivery.


Each Member and
the Company shall be entitled to change its Notice Address from time to time,
and to add up to two (2) additional notice addressees, by delivering to all
Members and the Company notice thereof in the manner herein provided for the
delivery of Notices.


8.2           Binding
Effect.  Except as otherwise provided
in this Agreement, every covenant, term and provision of this Agreement shall
be binding upon and inure to the benefit of the Members and their respective
successors, transferees and (subject to the limitations in Article V
hereof) assigns.


8.3           Headings.  Section and other headings contained in this
Agreement (except for the definitions in Section 1.1) are for reference
purposes only and are not intended to describe, interpret, define or limit the
scope, extent or intent of this Agreement or any provision hereof.


8.4           Severability.  Every provision of this Agreement is intended
to be severable.  If any term or
provision hereof is illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the validity or legality of the
remainder of this Agreement.


8.5           Further
Action.  Each Member, upon the
request of the Executive Committee, agrees to perform all further acts and
execute, acknowledge and deliver any documents which may be reasonably
necessary, appropriate or desirable to carry out the provisions of this
Agreement.


8.6           Governing
Law.  The laws of the State of Nevada
shall govern the validity of this Agreement, the construction of its terms, and
the interpretation of the rights and duties of the Members.


8.7           Waiver
of Action for Partition.  Each of the
Members irrevocably waives any right that it may have to maintain any action
for partition with respect to any of the Company’s assets.


8.8           Counterpart
Execution.  This Agreement may be
executed in any number of counterparts with the same effect as if all of the
Members had signed the same document. 
All counterparts shall be construed together and shall constitute one
agreement.


8.9           Publicity.  Neither GC nor Station shall make any formal
public statement(s) or announcements regarding the other Member, the Aliante
Project, the Aliante Property, Aliante LLC, the Losee Property or Losee LLC, or
this Agreement without the prior consent of the other, which consent shall not
be unreasonably withheld; provided, however, that if either party
is unable to obtain the prior consent of the other with respect to a formal
announcement that is, on 



 44
 








the advice of legal counsel, believed to be required
by law, then such party may make or issue such legally required statement or
announcement and promptly furnish the other party with a copy thereof.


8.10         Third
Party Beneficiaries.  Aliante LLC
shall be an express third party beneficiary, and may rely on, the
representations, warranties and covenants of GC contained in this Agreement
with respect to the Aliante Property, the Aliante Project and the Aliante
Membership Interests.  Losee LLC shall be
an express third party beneficiary, and may rely on, the representations,
warranties and covenants of Station contained in this Agreement with respect to
the Losee Property and the Losee Membership Interests.  Except as otherwise provided in the
immediately preceding two sentences, no Person is intended to be, or shall be,
a third party beneficiary of this Agreement.


8.11         Broker
Fees.  Station represents and
warrants that upon the formation of the Company or transfer of the Losee
Membership Interest to the Company, there will be no brokerage fees or
commissions or other compensation due or payable on an absolute or contingent
basis to any person, firm, corporation, or other entity, with respect to or on
account of the formation of the Company or transfer of the Losee Membership
Interest, arising by, through or under Station. 
GC represents and warrants that upon the formation of the Company or
transfer of the Aliante Membership Interest to the Company, there will be no
brokerage fees or commissions or other compensation due or payable on an
absolute or contingent basis to any person, firm, corporation, or other entity,
with respect to or on account of the formation of the Company or transfer of
the Aliante Membership Interest, arising by, through or under GC.


8.12         Securities
under the UCC.  Notwithstanding any
rule or construction to the contrary, the Membership Interest owned by each
Member is hereby deemed to be a “security” as that term is defined in Article 8
of the Uniform Commercial Code in effect on this date in the State of Nevada
and as such the Membership Interests shall be governed thereby, and any
certificate issued to evidence any Membership Interest shall bear a legend to
that effect.


[The remainder of
this page is left blank intentionally.]



 45















IN WITNESS WHEREOF,
the parties have executed and delivered this Agreement as of the Effective
Date.


	
  

  	
  COMPANY:

  	 

	
   

  	
   

  	 

	
   

  	
  ALIANTE HOLDING, LLC

  	 

	
   

  	
   

  	 

	
  

  	
  By:

  	
  Aliante Station, LLC, a Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Station Casinos, Inc., its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ RICHARD J.
  HASKINS

  	
   

  
	
   

  	
   

  	
   

  	
  Richard J. Haskins

  	
   

  
	
   

  	
   

  	
   

  	
  Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
  G.C. Aliante, LLC, a Member

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ BRIAN L.
  GREENSPUN

  	
   

  	 

	
   

  	
   

  	
  Brian L. Greenspun

  	
   

  	 

	
   

  	
   

  	
  Manager

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  

  	
  MEMBERS:

  	 

	
   

  	
   

  	 

	
   

  	
  G.C. ALIANTE, LLC

  	 

	
   

  	
   

  	 

	
  

  	
  By:

  	
  /s/ BRIAN L.
  GREENSPUN

  	
   

  
	
   

  	
   

  	
  Brian L. Greenspun

  	
   

  
	
   

  	
   

  	
  Manager

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
  ALIANTE STATION, LLC

  	 

	
   

  	
   

  	 

	
  

  	
  By:

  	
  Station Casinos, Inc., its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RICHARD J.
  HASKINS

  	
   

  
	
   

  	
   

  	
  Richard J. Haskins

  	
   

  
	
   

  	
   

  	
  Secretary

  	
   

  
												



 



 1
 









EXHIBIT A


Legal Description of Aliante
Property


ALL OF PARCEL 34 AS SHOWN
ON THE FINAL MAP OF ALIANTE NORTH, RECORDED IN BOOK 110 OF PLATS, PAGE 72, IN
THE OFFICE OF THE COUNTY RECORDER OF CLARK COUNTY, NEVADA



 2















EXHIBIT B


List of Investment Banking Firms


1.             Credit Suisse First Boston


2.             Bear, Stearns & Co., Inc.


3.             CIBC


4.             Lehman Brothers


5.             Merrill Lynch & Co., Inc.


6.             J.P. Morgan


7.             Banc of America Securities LLC


8.             Citigroup


9.             Jefferies & Company, Inc.


10.           The Goldman Sachs Group, Inc.


11.           Deutsche Bank


12.                                 or
any other international investment banking firm of comparable reputation and
experience to the investment banking firms listed in items 1- 11 above that has
qualified analysts  who “follow” gaming
companies.



 1















EXHIBIT C-1


Aliante Property Representations by GC


1.             GC
represents and warrants to the Company and Station that the following matters
are true and correct as of the Contribution Date:


(a)           With
respect to the Aliante Property, and except as contained in the Aliante
Property Documents (defined below) as of the Contribution Date, neither GC nor
any Affiliate thereof has received written notice from any governmental
authority advising GC or any Affiliate thereof (i) a violation of any laws
or regulations (whether now existing or which will exist with the passage of
time) or (ii) any action which must be taken to avoid a violation thereof.


(b)           GC
has delivered to the Station copies of all of the following documents which are
in its or its Affiliates’ possession and of which GC has actual knowledge as of
the Contribution Date, including those which have been submitted by GC or any
Affiliate thereof to the City of North Las Vegas, Nevada (collectively, the “Aliante
Property Documents”):


(i)            Copies
of all surveys of the Aliante Property and all plans and specifications for
improvements to be constructed on the Aliante Property, which surveys, plans
and specifications first were created by GC or its Affiliates or delivered to
GC or its Affiliates on or after February 1, 2002;


(ii)           Copies
of any inspection, engineering, environmental or architectural studies or
reports which relate to the physical condition of the Aliante Property, which
studies or reports were first created by GC or its Affiliates or delivered to
GC or its Affiliates on or after February 1, 2002;


(iii)          A
copy of the bill or bills issued for the most recent year for which bills have
been issued for all real estate taxes or assessments currently applicable to
the Aliante Property and a copy of any and all real estate tax or assessment
notices currently applicable to the Aliante Property (collectively, the “Tax
Bills”);


(iv)          A
copy of all outstanding management, maintenance, repair, service and supply
contracts (including, without limitation, grading, quarry and landscaping
agreements), equipment rental agreements, all contracts for repair or capital
replacement to be performed at the Aliante Property, and any other contracts
relating to or affecting the Aliante Property (other than Leases (defined
below)), any of the foregoing of which has a remaining payment obligation in
excess of $100,000 and which will be binding upon the Aliante Property or the
Company subsequent to the transfer of the Aliante Membership Interest to the
Company (collectively, the “Contracts”);


(v)           A
copy of all leases and any other agreements which are in effect with the
tenants of the Aliante Property (the “Leases”);


(vi)          Copies
of all licenses, permits, authorizations and approvals obtained by GC or its
Affiliates that currently apply to the improvement of the Aliante Property 



 1
 









or any portion thereof,
occupancy thereof or any present use thereof (the “Governmental Permits”);


(vii)         A
copy of all outstanding guarantees and warranties covering the Aliante
Property; and


(viii)        Copies
of pending insurance claims or litigation documents relating to the Aliante
Property.


(c)           Upon
the formation of the Company or transfer of the Aliante Membership Interests to
the Company, there will be no brokerage fees or commissions or other
compensation due or payable on an absolute or contingent basis to any Person,
with respect to or on account of the formation of the Company or transfer of
the Aliante Membership Interests, arising by, through or under GC or its
Affiliates.


(d)           Except
as set forth in the Aliante Property Documents or disclosed in writing to the
Company and Station, to GC’s actual knowledge, there are no condemnation,
environmental, zoning or other land-use regulation proceedings with respect to
the Aliante Property, either instituted or overtly threatened, which would
materially detrimentally affect the value of the Aliante Property.


(e)           Except
as contained in the Aliante Property Documents, to GC’s actual knowledge, no
Hazardous Materials are used, generated, transported, treated, constructed,
deposited, stored, dispensed, placed or located in, on or under the Aliante
Property including, without limitation, the groundwater located thereunder,
except for those quantities of Hazardous Materials which do not violate
applicable environmental laws.  For the
purpose of the Agreement, “Hazardous Materials” shall include, but not
be limited to (i) substances defined as “hazardous materials,” “hazardous
substances,” “hazardous wastes,” or “toxic substances” in the Federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended, 42 U.S.C. §9601, et seq.; the
Materials Transportation Act, 49 U.S.C. §1801, et seq.;
the Resource Conservation and Recovery Act 42 U.S.C. §6901 et seq.;
applicable state and local statutes and regulations; and in the regulations
adopted and publications promulgated pursuant to said laws from time to time,
and (ii) any chemical, material, substance or other matter of any kind
whatsoever which is prohibited, regulated or limited by any federal, state,
local, county or regional authority or legislation, including, without
limitation, that enumerated above in Clause (i).  Except as set forth in the Aliante Property
Documents, to GC’s actual knowledge, there is no asbestos or PCB contained in
or stored on the Aliante Property.


(f)            Except
as set forth in the Aliante Property Documents or disclosed to the Company,
neither GC nor any Affiliate thereof has received any written notice from any
insurance carrier or any of the tenants under the Leases of any material
defects in the Aliante Property, or in any portion thereof, which would
materially adversely affect the insurability thereof or the cost of such
insurance.


(g)           Except
as set forth in Attachment C-1(A) attached hereto or as set forth in the
Aliante Property Documents, there are no pending, or, to GC’s actual knowledge,
overtly threatened legal proceedings or actions of any kind or character with
respect to the Aliante 



 2
 









Property which would
materially adversely affect the Aliante Property or Aliante LLC’s interest
therein.


(h)           GC
is not a “foreign person” within the meaning of Section 1445(f)(3) of the
Code, and GC will furnish to the Company and Station, prior to the transfer of
the Aliante Membership Interest, an affidavit to that effect in form reasonably
satisfactory to Station and the Company.


(i)            Except
as contained in the Property Documents, to GC’s actual knowledge, there are no
Leases, tenancy or occupancy agreements binding upon all or any portion of the
Aliante Property.


2.             The
representations and warranties made in Paragraph 1 of this Exhibit
C-1 shall be continuing and shall not merge into any instrument or
conveyance delivered at the transfer of the Aliante Membership Interest to the
Company, but shall survive the transfer of the Aliante Membership Interest to
the Company for a period of twelve (12) months. 
Notwithstanding anything to the contrary herein, to the extent Scott Nielson, Bill Warner, Frank J. Fertitta
III, Glenn Christenson or Joe Haley have actual knowledge (as of the
time any such representation or warranty is made) of any incorrect statement in
any representation or warranty made by GC, neither Station nor the Company can
rely on such representation or warranty. 
As used herein, “Station’s actual knowledge,” or similar phrases,
means the current, actual personal knowledge Scott Nielson, Bill Warner, Frank J. Fertitta III, Glenn Christenson or
Joe Haley, without investigation and without imputation of any other
person’s knowledge.  As used herein, “GC’s
actual knowledge,” or similar phrases, means the current, actual personal
knowledge of only Robert Solomon, John
Kilduff and Jon Legarza, without investigation and without imputation of
any other person’s knowledge.  The fact
that reference is made to the personal knowledge of named individuals shall not
render such individuals personally liable for any breach of any of the
foregoing representations and warranties.


                3.             Notwithstanding
anything herein to the contrary, GC expressly disclaims any representations and
warranties regarding any contracts, leases, governmental approvals, studies or
other documents executed, approved or commissioned by GC, either directly or on
behalf of the Company.



 3














EXHIBIT C-2


Losee Property Representations by Station and Parent


1.             Station
represents and warrants to the Company and GC that the following matters are
true and correct as of the Contribution Date:


(a)           With
respect to the Losee Property, and except as contained in the Losee Property
Documents (defined below) as of the Contribution Date, neither Station nor any
Affiliate thereof has received written notice from any governmental authority
advising Station or any Affiliate thereof (i) a violation of any laws or
regulations (whether now existing or which will exist with the passage of time)
or (ii) any action which must be taken to avoid a violation thereof.


(b)           Station
has delivered to GC copies of all of the following documents which are in its
or its Affiliates’ possession and of which Station has actual knowledge as of
the Contribution Date, including those which have been submitted by Station or
any Affiliate thereof to the City of North Las Vegas, Nevada (collectively, the
“Losee Property Documents”):


(i)            A
copy of an ALTA survey of the Losee Property;


(ii)           A
copy of a Phase I Environmental Report for the Losee Property;


(iii)          A
copy of the bill or bills issued for the most recent year for which bills have
been issued for all real estate taxes or assessments currently applicable to
the Losee Property and a copy of any and all real estate tax or assessment
notices currently applicable to the Losee Property (collectively, the “Losee
Tax Bills”);


(iv)          A
copy of all outstanding management, maintenance, repair, service and supply
contracts (including, without limitation, grading, quarry and landscaping
agreements), equipment rental agreements, all contracts for repair or capital
replacement to be performed at the Losee Property, and any other contracts
relating to or affecting the Losee Property (other than Leases (defined
below)), any of the foregoing of which has a remaining payment obligation in
excess of $100,000 and which will be binding upon the Losee Property or the
Company subsequent to the transfer of the Losee Membership Interest to the
Company (collectively, the “Losee Contracts”);


(v)           A
copy of all leases and any other agreements which are in effect with the
tenants of the Losee Property (the “Losee Leases”);


(vi)          Copies
of all licenses, permits, authorizations and approvals obtained by Station,
Parent or their Affiliates that currently apply to the improvement of the Losee
Property or any portion thereof, occupancy thereof or any present use thereof
(the “Losee Governmental Permits”);


(vii)         A
copy of all outstanding guarantees and warranties covering the Losee Property;
and



 1
 








(viii)        Copies
of pending insurance claims or litigation documents relating to the Losee
Property.


(c)           Upon
the formation of the Company or transfer of the Losee Membership Interest to
the Company, there will be no brokerage fees or commissions or other
compensation due or payable on an absolute or contingent basis to any Person,
with respect to or on account of the formation of the Company or transfer of
the Losee Membership Interest, arising by, through or under Station, Parent or
their Affiliates.


(d)           Except
as set forth in the Losee Property Documents or disclosed in writing to the
Company and GC, to Station’s actual knowledge, there are no condemnation,
environmental, zoning or other land-use regulation proceedings with respect to
the Losee Property, either instituted or overtly threatened, which would
materially detrimentally affect the value of the Losee Property.


(e)           Except
as contained in the Losee Property Documents, to Station’s  actual knowledge, no Hazardous Materials are
used, generated, transported, treated, constructed, deposited, stored,
dispensed, placed or located in, on or under the Losee Property including,
without limitation, the groundwater located thereunder, except for those
quantities of Hazardous Materials which do not violate applicable environmental
laws.  For the purpose of the Agreement, “Hazardous
Materials” shall include, but not be limited to (i) substances defined
as “hazardous materials,” “hazardous substances,” “hazardous wastes,” or “toxic
substances” in the Federal Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, 42 U.S.C. §9601, et seq.;
the Materials Transportation Act, 49 U.S.C. §1801, et seq.;
the Resource Conservation and Recovery Act 42 U.S.C. §6901 et seq.;
applicable state and local statutes and regulations; and in the regulations
adopted and publications promulgated pursuant to said laws from time to time,
and (ii) any chemical, material, substance or other matter of any kind
whatsoever which is prohibited, regulated or limited by any federal, state,
local, county or regional authority or legislation, including, without
limitation, that enumerated above in Clause (i).  Except as set forth in the Losee Property
Documents, to Station’s actual knowledge, there is no asbestos or PCB contained
in or stored on the Losee Property.


(f)            Except
as set forth in the Losee Property Documents or disclosed to the Company and
GC, neither Station nor any Affiliate thereof has received any written notice
from any insurance carrier or any of the tenants under the Leases of any
material defects in the Losee Property, or in any portion thereof, which would
materially adversely affect the insurability thereof or the cost of such insurance.


(g)           Except
as set forth in Attachment C-2(A) attached hereto or as set forth in the
Losee Property Documents, there are no pending, or, to Station’s actual
knowledge, overtly threatened legal proceedings or actions of any kind or
character with respect to the Losee Property which would materially adversely
affect the Losee Property or Losee LLC’s interest therein.


(h)           Station
is not a “foreign person” within the meaning of Section 1445(f)(3) of the
Code, and Station will furnish to the Company and GC, prior to the transfer of
the Losee 



 2
 








Membership Interest, an
affidavit to that effect in form reasonably satisfactory to GC and the  Company.


(i)            Except
as contained in the Losee Property Documents, to Station’s actual knowledge,
there are no Leases, tenancy or occupancy agreements binding upon all or any
portion of the Losee Property.


2.             The
representations and warranties made in Paragraph 1 of this Exhibit
C-2 shall be continuing and shall not merge into any instrument or
conveyance delivered at the transfer of the Losee Membership Interest to the
Company, but shall survive the transfer of the Losee Membership Interest to the
Company for a period of twelve (12) months. 
Notwithstanding anything to the contrary herein, to the extent Robert Solomon, John Kilduff and Jon Legarza,
have actual knowledge (as of the time any such representation or warranty is
made) of any incorrect statement in any representation or warranty made by
Station or Parent, neither GC nor the Company can rely on such representation
or warranty.  As used herein, “GC’s
actual knowledge,” or similar phrases, means the current, actual personal
knowledge of only Robert Solomon, John
Kilduff and Jon Legarza, without investigation and without imputation of
any other person’s knowledge.  As used
herein, “Station’s actual knowledge,” or similar phrases, means the
current, actual personal knowledge Scott
Nielson, Bill Warner, Frank J. Fertitta III, Glenn Christenson or Joe Haley,
without investigation and without imputation of any other person’s
knowledge.  The fact that reference is
made to the personal knowledge of named individuals shall not render such
individuals personally liable for any breach of any of the foregoing
representations and warranties.


                3.             Notwithstanding
anything herein to the contrary, Station and Parent expressly disclaim any
representations and warranties regarding any contracts, leases, governmental
approvals, studies or other documents executed, approved or commissioned by
Station, either directly or on behalf of the Company, or by Parent.


 



 3















EXHIBIT D


New Property(ies)


1.                                       If,
during the Restricted Period, a Fertitta Person or a Greenspun Person acquires
or intends to acquire an interest, directly or indirectly, in whole or in part,
in real property (or a direct or indirect interest in an entity that owns or
acquires an interest, directly or indirectly, in whole or in part, in real
property) located in whole or in part within the Restricted Area other than an
Exempt Property (a “New Property”), then no later than forty five (45)
days after the first to occur of the date of acquisition of such interest or
the date of acquisition of a right to acquire such interest, Station (for
itself or on behalf of the Fertitta Persons, if one or more Fertitta Persons
other than Station is/are acquiring the interest in the New Property) or GC
(for itself or on behalf of the Greenspun Persons, if one (1) or more Greenspun
Persons other than GC is/are acquiring the interest in the New Property) (the “Offering
Member”) shall notify the other Member (the “Other Member”) in
writing of the acquisition or the right to acquire such interest (an “Acquisition
Notice”), which Acquisition Notice shall (a) describe in detail the New
Property and the nature and extent of the entire interest in the New Property
acquired or to be acquired by the Offering Member (the “Offering Member’s
Interest”), (b) describe in detail the total costs and expenses incurred or
expected to be incurred by the Offering Member (and its affiliates) in
acquiring and owning the New Property, including, without limitation, (i) the
purchase price of the New Property or the Offering Member’s Interest, (ii) all
direct carrying costs relative to the New Property or Offering Member’s
Interest actually paid or incurred by the Offering Member (including, without limitation,
interest on advanced amounts at such Offering Member’s then current cost of
funds, insurance and property taxes) and (iii) all transaction costs
(including, without limitation, closing costs, attorneys’ fees, accountants’
fees, fees of other professionals, due diligence costs, transfer taxes and
prorations) (collectively, “New Property Costs”) and (c) identify the
actual or contemplated date of acquisition of the Offering Member’s Interest by
the Offering Member.


2.                                       The
Other Member shall have the right for a period of forty five (45) days
following the date of delivery of the Acquisition Notice (the “Participation
Election Period”) to notify the Offering Member in writing (a “Notice to
Participate”) of such Other Member’s binding, irrevocable election (a “Participation
Election”) to acquire a fifty percent (50%) interest in the Offering Member’s
Interest for an amount equal to fifty percent (50%) of New Property Costs,
which election shall be binding on the Parties.


3.                                       If
the Other Member (a) fails, for any reason, to deliver a Notice to Participate
within the Participation Election Period or (b) notifies the Offering Member in
writing before the expiration of the Participation Election Period of such
Offering Member’s decision not to exercise its Participation Election (which
notification shall be irrevocable), then the Other Member shall have no rights
with respect to the New Property or the Offering Member’s Interest, except that
(i) such New Property shall be subject to the Section 3.8(a) Restrictions and
(ii) the Offering Member shall not (either directly or indirectly) own,
develop, manage or operate such New Property as a hotel and/or gaming activity
during 



 1
 









the Restricted Period. 
For purposes of clarity, it shall not be deemed to be a breach of this Exhibit
D,  the Agreement or the Aliante
Operating Agreement for a Fertitta Person, alone or with other Fertitta Persons
and/or other Persons, or a Greenspun Person, alone or with other Greenspun
Persons and/or with other Persons, to acquire an interest, directly or
indirectly, in whole or in part, in any such New Property in compliance with
this Exhibit D which is thereafter developed during the Restricted
Period with a hotel and/or casino use if and so long as such hotel and/or
casino use does not open for business during the Restricted Period.


4.               If the Other Member
timely delivers a Notice to Participate to the Offering Member, then within
thirty (30) days after the date on which the Other Member so notifies the
Offering Member, (i) the Members shall cause the Company to acquire the New
Property or Offering Member’s Interest through a newly formed limited liability
company that will be wholly-owned by the Company or equally by the Members,
(ii) the terms of the operating agreement of such newly-formed limited
liability company (the “New Property Operating Agreement”) shall be as
mutually agreed to by the Members or, in the event the Members are unable to
agree on the definitive terms and conditions thereof during such thirty
(30)-day period, then on substantially the same terms and conditions as set
forth in the Losee Operating Agreement (modified, as necessary, to reflect the
differences between the New Property and the Losee Property and the terms and
conditions of its purchase); provided, however, that (a) all
decisions regarding the development of the New Property shall require the joint
approval of both Members (or their Affiliates or representatives in the
executive committee of such new limited liability company, as the case may be)
and (b) there shall be no “conflict of interest” provision analogous to Section
3.8 of the Aliante Operating Agreement or other non-competition provision. GC
and Station shall jointly fund the acquisition cost of such New Property with
Additional Capital Contributions to the Company, which the Company shall, in
turn, contribute to the new limited liability company for such purpose.


5.                                       If
the Other Member timely delivers a Notice to Participate to the Offering Member
but the Other Member fails to fund its share of the Additional Capital
Contributions necessary to fund the purchase price of the New Property of
Offering Member’s Interest (or 50% of the New Property Costs attributable
thereto) in accordance with the terms set forth in Paragraph 4 above,
the Offering Member may elect either (a) to treat such failure as a failure of
the Other Member to deliver a Notice to Participate within the Participation
Election Period as provided in Paragraph 4 above or (b) to exercise all rights
and remedies under applicable law for breach of the agreements set forth in
this Exhibit D.


6.                                       If
the Other Member timely delivers a Notice to Participate to the Offering Member
but the Offering Member fails to transfer the Offered Member’s Interest (or New
Property, as applicable) or to fund its share of the Additional Capital
Contributions necessary to fund the purchase price of the Offering Member’s
Interest or the New Property in accordance with the terms set forth in Paragraph
4 above, the Other Member may elect either (a) to require specific
performance by the Offering Member of its Additional Capital Contribution
obligations in accordance with the term set forth in Paragraph 4 above
and the Offering Member hereby consents to such remedy, if so elected by the
Other 



 2
 









Member, or (b) to exercise all rights and remedies
under applicable law for breach of the agreements set forth in this Exhibit
D.


7.             The Members acknowledge and agree that money damages
would not be an adequate remedy for any breach of this Exhibit D and
that a Member, may in its sole discretion, apply to any court of law or equity
of competent jurisdiction for specific performance and/or injunctive relief
(without posting a bond) in order to enforce or prevent any violation of the
provisions of this Exhibit D, and both Members acknowledge the right of
the other Member to obtain specific performance and or injunctive relief
(without posting a bond) in accordance with this Exhibit D.



 3















EXHIBIT E


Legal Description of Losee Property


PARCEL ONE (1):


THAT PORTION OF THE
SOUTHWEST QUARTER (SW 1/4) OF SECTION 13, TOWNSHIP 19 SOUTH, RANGE 61 EAST,
M.D.B.&M, DESCRIBED AS FOLLOWS:


LOT ONE (1) AND TWO (2)
OF THAT CERTAIN PARCEL MAP ON FILE IN FILE 71, PAGE 75 IN THE OFFICE OF THE
COUNTY RECORDER, CLARK COUNTY, NEVADA.


PARCEL TWO (2):


THE NORTHEAST QUARTER (NE
1⁄4) OF THE SOUTHEAST QUARTER (SE 1⁄4) OF THE SOUTHWEST QUARTER (SW 1⁄4) OF SECTION
13, TOWNSHIP 19 SOUTH, RANGE 61 EAST, M.D.B.&M.


BEING FURTHER DESCRIBED
AS LOT ONE (1) OF THAT CERTAIN CERTIFICATE OF LAND DIVISION NO. 91-80 RECORDED
JULY 18, 1980 IN BOOK 1250 AS DOCUMENT NO. 1209181, OFFICIAL RECORDS, CLARK
COUNTY, NEVADA.


EXCEPTING THEREFROM THE
NORTH THIRTY (30) FEET, THE EAST FORTY (40) FEET, AND THAT CERTAIN SPANDREL
AREA LOCATED IN THE NORTHEAST CORNER (NE COR.) AS CONVEYED TO THE COUNTY OF
CLARK FOR ROAD PURPOSES BY DEED RECORDED JULY 8, 1980 IN  BOOK 1250 AS DOCUMENT NO. 1209182, OFFICIAL
RECORDS, CLARK COUNTY, NEVADA.


PARCEL THREE (3):


THE SOUTHEAST QUARTER (SE
1⁄4) OF THE SOUTHEAST QUARTER (SE 1⁄4) OF THE SOUTHWEST QUARTER (SW 1⁄4) OF SECTION
13, TOWNSHIP 19 SOUTH, RANGE 61 EAST, M.D.B.&M.


EXCEPTING THEREFROM THE
SOUTH FIFTY (50) FEET AND THE EAST 40 FEET, AS CONVEYED TO THE COUNTY OF CLARK
FOR ROAD PURPOSES BY DEED RECORDED JULY 8, 1980 AS DOCUMENT NO. 1201982 IN BOOK
1250 OF OFFICIAL RECORDS, CLARK COUNTY, NEVADA.


BEING FURTHER DESCRIBED
AS LOT 2 OF THAT CERTAIN CERTIFICATE OF LAND DIVISION RECORDED JULY 8, 1980 AS
DOCUMENT NO. 1209181 OF OFFICIAL RECORDS, CLARK COUNTY, NEVADA.


PARCEL FOUR (4):



 1
 









THE SOUTHWEST QUARTER (SW
1⁄4) OF THE SOUTHEAST QUARTER (SE 1⁄4) OF THE SOUTHWEST QUARTER (SW 1⁄4) OF SECTION
13, TOWNSHIP 19 SOUTH, RANGE 61 EAST, M.D.B.&M.;


ALSO KNOWN AS LOT THREE
(3) OF CERTIFICATE OF LAND DIVISION NO. 91-80, RECORDED JULY 8, 1980 IN BOOK
1250 AS DOCUMENT NO. 1209181, OFFICIAL RECORDS, CLARK COUNTY, NEVADA;


EXCEPTING THEREFROM THE
WEST 30.00 FEET, THE SOUTH 50.00 FEET, AND THAT CERTAIN SPANDREL AREA LOCATED
IN THE SOUTHWEST CORNER (SW COR.) THEREOF AS CONVEYED TO CLARK COUNTY FOR ROAD
PURPOSES BY THAT CERTAIN DEED RECORDED JULY 8, 1980 IN BOOK 1250 AS DOCUMENT
NO. 1209182, OFFICIAL RECORDS, CLARK COUNTY, NEVADA.


PARCEL FIVE (5):


THE NORTHWEST QUARTER (NW
1⁄4) OF THE SOUTHEAST QUARTER (SE 1⁄4) OF THE SOUTHWEST QUARTER (SW 1⁄4) OF SECTION
13, TOWNSHIP 19 SOUTH, RANGE 61 EAST, M.D.B.&M.


EXCEPTING THEREFROM THE
NORTH 30 FEET AND WEST 30 FEET, AS CONVEYED TO THE COUNTY OF CLARK FOR ROAD
PURPOSES BY DEED RECORDED JULY 8, 1980, IN BOOK 1250, AS INSTRUMENT/FILE NO.
1209182, OFFICIAL RECORDS, CLARK COUNTY, NEVADA.


BEING FURTHER DESCRIBED
AS LOT 4 OF THAT CERTAIN CERTIFICATE OF LAND DIVISION RECORDED JULY 8, 1980 AS
INSTRUMENT/FILE NO. 1209181, CLARK COUNTY, NEVADA



 2















EXHIBIT F


NOTICE ADDRESSES


	
  Company:

  	
  Aliante Holding, LLC

  
	
   

  	
  c/o Aliante Station, LLC

  
	
   

  	
  c/o Station Casinos, Inc.

  
	
   

  	
  2411 Sahara Avenue

  
	
   

  	
  Las Vegas, NV 89102

  
	
   

  	
  Attention: Frank J. Fertitta III

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  G.C. Aliante, LLC

  
	
   

  	
  c/o The Greenspun Corporation

  
	
   

  	
  901 North Green Valley Parkway, Suite 210

  
	
   

  	
  Henderson, NV 89074

  
	
   

  	
  Attention: Brian L. Greenspun

  
	
   

  	
   

  
	
  GC:

  	
  G.C. Aliante, LLC

  
	
   

  	
  c/o The Greenspun Corporation

  
	
   

  	
  901 North Green Valley Parkway, Suite 210

  
	
   

  	
  Henderson, NV 89074

  
	
   

  	
  Attention: Brian L. Greenspun

  
	
   

  	
   

  
	
  with a copy to:

  	
  The Greenspun Corporation

  
	
   

  	
  901 North Green Valley Parkway

  
	
   

  	
  Suite 210

  
	
   

  	
  Henderson, NV 89014

  
	
   

  	
  Attention: Key Reid

  
	
   

  	
   

  
	
  Station:

  	
  Aliante Station, LLC

  
	
   

  	
  c/o Station Casinos, Inc.

  
	
   

  	
  2411 Sahara Avenue

  
	
   

  	
  Las Vegas, NV 89102

  
	
   

  	
  Attention: Frank J. Fertitta III

  
	
   

  	
   

  
	
  with a copy to:

  	
  Aliante Station, LLC

  
	
   

  	
  c/o Station Casinos, Inc.

  
	
   

  	
  2411 Sahara Avenue

  
	
   

  	
  Las Vegas, NV 89102

  
	
   

  	
  Attention: Richard J. Haskins, Esq.

  



 



 1















EXHIBIT G


Initial Members and Membership Interests


	
  G.C. Aliante, LLC, a Nevada limited
  liability company

  	
  50%

  
	
   

  	
   

  
	
  Aliante Station,
  LLC, a Nevada limited liability company

  	
  50%

  



 



 1















TO BE UPDATED BASED ON 


THE
UPDATED TITLE COMMITMENT, EFFECTIVE DATE 11/7/05 


EXHIBIT H-1


Permitted Exceptions (Aliante Property)


1.                                       The
matters listed on Schedule B of the Title Commitment, No. 05-09-1341-DTL (1st Amendment), issued by the Nevada Title Company,
dated as of November 17, 2005, at 7:30 a.m.(the “TC”), except:


(a)                                  the
real property taxes covered by Exception No. 1 on Schedule B-Section II of the
TC shall be shown as current  as of the
Contribution Date;


(b)                                 the
Special Assessment for Improvement District No. 60 covered by Exception No. 2
on Schedule B-Section II of the TC shall be shown as current as of the
Contribution Date NOTE:  The Special
Assessment against the Aliante Property is subject to adjustment based upon a
final allocation by the assessment engineer not to exceed $1,604,543.68;


(c)          Title Policy to include
affirmative insurance that as of the date of the policy there are no
supplemental or recapture taxes;


(d)                                 the
cell tower agreement reflected on Exception No.15 on Schedule B-Section II of
the TC shall be deemed to be a Permitted Exception only if all rights, titles,
and interests of the licensor/grantor thereunder shall be assigned by the
Company as of the Contribution Date.  If
such agreement shall be terminated or replaced with a permanent or relocated
cell tower license, lease or easement, then such Exception No. 15 shall not be
deemed to be a Permitted Exception, and the replacement cell tower license,
lease or easement approved by the Executive Committee shall be deemed to be a
Permitted Exception;


(e)                                  if
the drainage easement shown as Exception No. 16 on Schedule B-Section II of the
TC shall be relocated as provided in Section 3.2 of the Agreement, such
Exception No. 16 shall not be deemed to be a Permitted Exception and the relocated
easement shall be deemed to be a Permitted Exception; and


(f)                                    Exception
No. 18 shall not be deemed Permitted Exceptions.


2.                                       Matters
to be identified on a survey of the Aliante Property to be delivered prior to
the Contribution Date, except for those matters set forth as exceptions (a)
through (e) under paragraph no. 1 with respect to the TC.


3.                                       Declaration
of Covenants, Conditions and Restrictions in substantially the form as attached
hereto.


4.                                       Unrecorded
license agreements in form and substance approved by the Executive Committee
with respect to the temporary placement of construction trailers and spoils



 1
 









(including
caliche) stockpile on portions of the Aliante Property by an affiliate of GC
and by a third party.


5.                                       Those
matters affecting title, created by, through and under the Company or the
Manager, or with the prior written approval of the Company, the Manager or the
Executive Committee, as the case may be


 



 2















EXHIBIT H-2


Permitted Exceptions (Losee Property)


1.                                       Those
matters shown as exceptions in that certain Owner’s Policy of Title Insurance
No. A60-0527944 issued by Commonwealth Land Title Insurance Company, dated
October 11, 2005, naming Losee LLC as insured.


 



 1















EXHIBIT I


Articles of Organization


See attached.


 



 1















SCHEDULE 4.1(a)


GC’s Initial
Capital Contribution


1.             As its Initial Capital
Contribution, on the Contribution Date, GC shall contribute to the Company one
hundred (100%) of the issued and outstanding membership interests in Aliante
LLC (the “Aliante Membership Interests”) pursuant to an Assignment of
Membership Interest in the form attached as Attachment III. Prior to such
conveyance, GC shall assign or cause its affiliate to assign to Aliante LLC all
rights of Developer under Section 6.05 of the Development Agreement,
recorded on April 8, 2002 in Book 20020408 as Document No. 00884 of the Clark
County Official Records, to be granted permits to install two (2) Billboards
(as defined in such Development Agreement) on the Resort Property.


2.             Prior to or concurrently with
making its Initial Capital Contribution, GC shall, at its sole cost and
expense, (a) take all steps necessary to transfer all transferable land use
permits and approvals theretofore issued with respect to the Aliante Property
to Aliante LLC and (b) provide Aliante LLC with, or cause Aliante LLC to
obtain, a 1970 ALTA extended coverage owner’s policy of title insurance (the “Aliante
Owner’s Policy”) issued by Nevada Title in the amount of $50,000,000
insuring Aliante LLC’s title in and to the Aliante Property, subject only to
the Permitted Exceptions set forth on Exhibit H-1 to the Agreement and
those additional encumbrances approved by the Executive Committee.


3.             Upon the making of its Initial
Capital Contribution, GC shall be entitled to a credit to its Capital Account
in the amount of $50,000,000.  Real
estate taxes, assessments, and other taxes, fees, and costs customarily
prorated in commercial real estate transactions in the Las Vegas, Nevada area,
shall be prorated between GC and Aliante LLC as on the Contribution Date.



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SCHEDULE
4.1(b)


Station’s Initial Capital Contribution


1.             As its Initial Capital
Contribution, on the Contribution Date, Station shall contribute to the Company
(a) one hundred percent (100%) of the issued and outstanding membership
interests in Losee LLC (the “Losee Membership Interests”) pursuant to an
Assignment of Membership Interest in the form attached as Attachment IV and (b)
$2,190,330.00 in immediately available funds.


2.             Prior to or concurrently with
making its Initial Capital Contribution, 
Station shall, at its sole cost and expense, (a) take all steps
necessary to transfer all transferable land use permits and approvals
theretofore issued with respect to the Losee Property to Losee LLC  and (b) provide Losee LLC with, or cause
Losee LLC to obtain, a 1970 ALTA extended coverage owner’s policy of title
insurance (the “Losee Owner’s Policy”) issued by Nevada Title in the
amount of $47,000,000 insuring Losee LLC’s title in and to the Losee Property,
subject only to the Permitted Exceptions set forth on Exhibit H-2 to the
Agreement and those additional encumbrances approved by the Executive
Committee.


3.             Upon the making of its Initial
Capital Contribution, Station shall be entitled to a credit to its Capital
Account in the amount of $50,000,000. 
Real estate taxes, assessments, and other taxes, fees, and costs
customarily prorated in commercial real estate transactions in the Las Vegas,
Nevada area, shall be prorated between Station and Losee LLC as on the
Contribution Date.


 



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ATTACHMENT I


Form of Aliante Operating Agreement


 


 


See attached.


 



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ATTACHMENT II


Form of Losee Operating Agreement


 


 


See attached


 



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ATTACHMENT III


Form of GC Assignment of Membership Interest


See attached


 



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ATTACHMENT IV


Form of Station Assignment of Membership Interest


See Attached


 



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