exv10w3






Exhibit 10.3




FINAL(RE V3.)




LICENSE AGREEMENT




     THIS
LICENSE AGREEMENT (this “Agreement”) is entered into this
6th day of January 2006 (“Effective Date”), by and
between NORTH VALLEY ENTERPRISES, LLC (“NVE”), a Nevada limited
liability company with its principal place of business at 901 North Green Valley
Parkway. Suite 210, Henderson, NV 89074 and ALIANTE
GAMING, LLC (the “Company”), a
Nevada limited liability company with its principal place of business at %
Aliante Station, LLC, 2411 West Sahara Avenue, Las Vegas, Nevada 89102.
Capitalized terms used herein but not otherwise defined herein shall have the respective
meanings assigned to such terms in the Amended and Restated Operating Agreement of
Aliante Gaming, LLC, dated as of January 6, 2006, by and among the
Company, Aliante Holding, LLC, a Nevada limited liability
company (“Holding”) and Aliante Station, LLC (“Station”), in
its capacity as Manager (the “Operating Agreement”). Each
of NVE and the Company is sometimes referred to herein as a “Party,” and both
of them, together, are sometimes referred to herein as the “Parties.”



W
I T N E S S E
T H




     WHEREAS, NVE is the owner of the trademarks, service marks,
trade names and logos (the “Marks”) identified on Exhibit A, which
are registered or the subject of applications for registration as set
forth on Exhibit A as such exhibit may be
amended from time to time by the parties to add or delete such
marks (including, without limitation,  additional marks incorporating the
“Aliante” text) as are necessary or as are no longer used in the business of the
Company; and



     WHEREAS,
the Company wishes to use the Marks in connection with the operation of a
hotel and casino and related improvements located on the property described on
Exhibit B (the “Project”) ; and



     WHEREAS,
NVE is willing to grant to  the Company a license to use the
Marks in connection with the operation of such hotel and casino; and



     WHEREAS,
Holding is the sole member of the Company; and



     WHEREAS,
G.C. Aliante, LLC (“GC”) and Station are the sole members of Holding.



     NOW THEREFORE, in consideration of the valuable covenants herein, the Parties agree
as follows:



     1. LICENSE



          A.
GRANT OF LICENSE




          NVE hereby grants to the Company a non-exclusive, non-transferable, royalty-free,
limited-scope license to use the Marks in connection with the hotel and casino services
and other goods and services set forth in the registrations or applications
for the Marks and marketing and advertising directly related to
the Project; provided, however, that nothing in this Agreement
shall grant to the Company any license to use any right, title, or
interest of NVE, including, without limitation, any copyright, patent. trademark, or
service mark, including, without limitation, any Mark, in association with any
real estate development services or any other good or service not
expressly set forth in this Section 1.A. NVE shall not further license,
sublicense or





 









 







otherwise grant or permit the right to use the Marks to any other individual,
corporation, limited liability company, partnership, trust or other entity (each, a
“Person”) if such use would constitute a “Restricted Activity”
within the meaning of Section 3.8 of the Operating Agreement,
which is excerpted in Attachment I hereto.




          B. TERRITORY OF LICENSE




          The Company may use the Marks only in connection with the limited
scope set forth in Section 1.A above in the United
States, its possessions and territories, and on the Internet (provided,
however, that any use on or through domain names owned
by NVE shall only be acceptable after NVE’s prior written
approval, in NVE’s sole and absolute discretion), and, to the extent that the Company
wishes to use any of the Marks for advertising and marketing of the Project in any other
countries, the Company shall promptly arrange for the filing, prosecution and protection
of applications to register such Marks in NVE’s name in each such country,
provided that the Company shall be responsible for, and shall properly
reimburse NVE for, all reasonable fees, costs, and expenses in connection with such
filings.




          C. TERM OF LICENSE




          Subject
to  the termination provisions of this Agreement, the term
of the license shall commence as of the Effective Date and shall continue in perpetuity;
provided, further, that in all instances, the Company shall have complied
with the quality control provisions of Section l.D(i) below, subject to the
applicable cure period set forth therein.




          D. QUALITY CONTROL




               (i) The Company shall only use the Marks in connection with respective
goods and services that are of a quality which at all times comports with the
requirements set forth in Section 3.l(b) of the Operating Agreement, and to make
reasonably available to NVE, at NVE’s request, specimens of all materials which at the
time of the request bear any of the Marks and which are being used to
advertise and promote the Marks and the goods and services under the Marks. NVE shall
also have the right, upon reasonable notice to the Company and
during reasonable business hours, and subject to applicable laws (including
Gaming Laws, as defined in the Operating Agreement), to inspect the Company’s premises to
ensure that the quality of the goods and services offered in connection with
the Marks is being maintained; provided, however, NVE shall use
commercially reasonable steps to avoid unreasonably disrupting the Company’s business or
operations.



               (ii) In the event that the Company shall fail to carry out or comply
with the minimum quality standards set forth in Section 1.D(i) above
and fail to cure such breach within thirty (30) days after written notice from NVE
specifying the breach and, to the extent reasonably practicable, the steps necessary to
cure such breach, NVE may terminate this Agreement by giving written notice to the
Company.



          E. MARKING




          The Company shall indicate on all printed materials bearing the Marks that the
Marks are owned by NVE and are used under license from NVE, and shall
otherwise include





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applicable federal registration symbols and trademark notices, and any other
notices and legends that may be reasonably required by NVE. The Company shall use
commercially reasonable efforts to preserve the independent indicia between the Marks
and any third Person’s mark (including, without limitation, any mark that
incorporates the text “Station”) and take additional
steps to reinstate the independent indicia in the event that such independent indicia is
breached.




          F. COMPOSITE MARK; DERIVATIVE MARK




               (i) Subject to Section 1.E. above and
only in the event that a unitary or composite mark consisting of a Mark on the one hand,
and “Station” or “Station Casinos”, on the other hand (the
“Composite Mark”), arises in connection with the hotel and
casino services to be provided pursuant to the Agreement, all right, title and
interest in and to such Composite Mark shall be owned by the
Company. Upon termination of this Agreement, the Company shall (a)
cease and desist from all use of such Composite
Mark; (b) destroy all advertising, promotional and other
materials bearing such Composite Mark; and (c) immediately withdraw or cancel any
trademark applications or registrations with respect to the Composite Mark.



               (ii) Subject
to Sections 1.B. and 1.E. above and only
in the event that a mark consisting of the text “Aliante” and any
other word, symbol or device (the “Derivative Mark”) arises in connection with
the scope of goods or services to be provided pursuant to
the Agreement, other than a Composite Mark, NVE shall be the
sole owner of all right, title and interest in and to such Derivative Mark. The Company
shall not challenge the ownership or validity of such Derivative Mark, or file any
application for mark or copyright registration, or any other form of
protection for such Derivative Mark.



     2. GOODWILL



          Any and all goodwill associated with, arising out of,
or identified by the Marks shall inure directly and exclusively to the
benefit of, and is the property of, NVE; provided, however, that to
the extent that a Composite Mark arises, all goodwill inuring exclusively to
the Composite Mark shall inure exclusively to the benefit of the Company;
provided further, however, that upon cessation of any use of a Composite
Mark pursuant to Section 1.F. above, any residual goodwill in and to any
Mark that in any manner derived or emanated from the use or existence of the Composite
Mark shall inure directly and exclusively to NVE.




     3. INDEMNIFICATION AND LIMITATION OF LIABILITY



          A. The Company (and any receiver, liquidator, or trustee of, or
successor to, the Company) shall indemnify and hold harmless NVE and NVE’s 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 (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) (“Claims”) that may be imposed
on, incurred by, or asserted against an Indemnitee to the
extent relating to or arising out of, (i) the hotel and casino
services; (ii) the Project; (iii) the Company’s negligent use
or willful misuse of the Marks: or, (iv) breach by the Company of its
representations or covenants under this Agreement.




3









 







          B. Subject to Section 3.A. above, NVE shall indemnify and hold harmless
the Company, Holding (and its members, other than GC), and their officers, Managers and
employees (each an “Indemnitee”), from and against any and
all claims that may be imposed on, incurred by, or
asserted against an Indemnitee relating to or arising out of
any (i) infringement by the Company or NVE of third parties’ rights
(including, without limitation, any federal or state copyright, patent,
trademark, or other proprietary rights) as a result of this Agreement or the Company’s
or NVE’s use of the Marks, (ii) breach of
agreement by NVE with third parties, or (iii) breach by NVE of any
representation or covenant under this Agreement; provided,
however, with respect to clause (i) hereof, NVE’s indemnity of the
Company shall not include the Company’s infringement of third-party rights as a result
of the Company’s use of the Marks in breach of this Agreement.




          C. The indemnifying party pursuant to Sections
3.A or 3.B 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 indemnifying party to the extent that it is
finally determined that the Indemnitee is not entitled to be indemnified
therefor under the terms hereof.




          D. In no event shall NVE or the Company be liable
for consequential, punitive or special damages for any breach
of this Agreement, and any liability of any such Party
for any breach of this Agreement shall be limited to actual damages
suffered by the Party as a result of such breach.




     4. COVENANTS



          A. The Company represents, covenants and agrees that, except as otherwise
expressly provided for herein, it:




               (i) shall not use or seek to register the Marks or any confusingly
similar trademark, service mark, trade dress, Internet domain name or similar electronic
designation of address, or any products or services closely related thereto, except as
expressly provided for herein;



               (ii) shall not challenge or contest the ownership or validity of, or knowingly
facilitate the violation, infringement or dilution by others of the Marks, the
Derivative Marks or the Composite Marks, as used in connection with
the terms and conditions of this Agreement;



               (iii) shall not use or seek to register, or permit any Affiliate of the Company to
use or seek to register, any trade name incorporating the text “Aliante” other than the
trade name “Aliante Gaming, LLC;”



               (iv) [Reserved];



               (v) shall not object to any use by GC or NVE of the Marks,
whether or not related to the gaming industry; and



4









 





               (vi) shall obtain all applicable permits and licenses in connection
with its obligations under this Agreement, except for those required
to be maintained by NVE, or where the failure to be so
licensed, authorized or qualified would not have a material
adverse effect on its ability to fulfill its obligations under this Agreement.


GC shall provide to NVE upon request (l) a full, complete and accurate
copy of the definitive Operating Agreement and (2) copies of all amendments,
modifications and changes to the Operating Agreement promptly following the
effectiveness thereof.




          B. NVE represents, covenants and agrees that, except as otherwise
expressly provided for herein:




               (i) the Marks are registered or the subject of applications as set forth
in Exhibit A; and it will arrange to make all filings deemed
reasonably necessary by it to maintain the registered or applied for status
of the Marks;



               (ii) to NVE’s actual knowledge after no investigation, the Marks do not materially
infringe on any trademark of third parties;



               (iii) it
has the corporate authority to execute this Agreement, and it has no
notice of a material basis to doubt the legal right to grant the
license set forth herein;



               (iv) neither NVE, nor to the actual knowledge of NVE after no
investigation any third party, is in material breach of any agreement related
to the Marks that would have a material adverse effect on the Company or the ability of
the Company to use the Marks; and



               (v) it shall take commercially reasonable steps to address infringement
by third parties of the Marks which would have a material adverse effect on
the Company’s ability to fully exploit the Marks.



     5. NOTICES AND SUBMISSION OF SPECIMENS



          All notices and submissions which the Parties are obligated to make
under this Agreement shall be to the following:



(a)  As to NVE:



North Valley Enterprises, LLC

901 North Green Valley Parkway, Suite 210

Henderson, NV 89074

Phone: (702) 990-2160

Facsimile: (702) 990-9860

Attn: Robert W. Solomon, Esq.



With a copy to:



Perkins Coie, LLP





5









 







1899 Wynkoop St., Suite 700

Denver, CO 80202

Phone: (303) 291-2321

Facsimile: (303) 291-2400

Attn: John L. Ruppert, Esq.



(b)   As to the Company:



Aliante Gaming, LLC

c/o Aliante Station, LLC

2411 West Sahara Avenue

Las Vegas, Nevada 89102

Phone: (702) 221-6606

Facsimile: (702) 221-6613

Attn: Richard J. Haskins, Esq.



(c)   As to Station (or any Station Affiliate):



Aliante Station, LLC

c/o Station Casinos, Inc.

2411 West Sahara Avenue

Las Vegas, Nevada 89102

Phone: (702) 221-6606

Facsimile: (702) 221-6613

Attn: Richard J. Haskins, Esq.



With a copy to:



Milbank,Tweed, Hadley & McCloy LLP

601 South Figueroa Street, 30th Floor

Los Angeles, California 90017

Phone: (213) 892-4333

Facsimile: (213) 629-5063

Attn: Kenneth J. Baronsky, Esq.




          All
notices, requests, consents and other formal
communication between the Parties 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 above (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, 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




6









 







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 5, then the first attempted delivery shall be deemed to constitute
delivery.




     A Party 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 the other Party notice thereof in the manner herein provided
for the delivery of Notices.



     6. TRANSFER



          The
Company shall not sublicense or assign this Agreement, or any
rights hereunder, without the prior written consent of NVE; provided,
however, in the event Station (or an Affiliate thereof) forms a
new entity (including with additional members, partners or
shareholders) to carry on the
Project if GC is no longer a member of Holding, this Agreement may
be assigned to such new entity without GC’s or NVE’s consent.




     7. THIRD PARTY BENEFICIARY



          GC (or an Affiliate thereof) shall be an express third party
beneficiary of this Agreement. So long as Station (or an Affiliate
thereof) is a member of Holding or if Station (or an Affiliate thereof) forms a new
entity (including with additional members, partners or shareholders) to
carry on
the Project if GC is no longer a member of Holding, Station, its Affiliates and such new
entity shall be an express third party beneficiary of this Agreement.
Notwithstanding the preceding sentence, Parent shall be an express third party
beneficiary of this Agreement with respect to Section 1.F
hereof.




     8. MISCELLANEOUS



          A. 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 Parties and their respective successors, transferees and assigns.




          B. Section and other headings contained in this Agreement 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.




          C. 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.




          D. Each Party 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.




7









 








          E. 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 Parties.




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




          G. This Agreement may be amended or modified only with the prior written consent of
the Parties and, to the extent such amendment or modification would adversely affect the
third party beneficiary rights of Station, its Affiliates or any
new entity referenced in Section 7 hereof, with the prior written consent of
Station.




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





8









 








          IN WITNESS WHEREOF, the Parties have fully executed, sealed and delivered this
Agreement as of the day and year first written above.




	 	 	 	 	 
	 	NORTH VALLEY ENTERPRISES, LLC

 	 
	 	By:  	Starnorth Partner, LLC,
 	 
	 	 	a Nevada limited liability company


Its Manager 	 
	 	 	 	 
	 



					
	 	
 	 
	 	By:  	American
Nevada Company, LLC, a
Nevada limited liability company,
Its Manager
 	 
	 



					
	 	
 	 
	 	By:  	[ILLEGIBLE] 	 
	 	 	Name:  	[ILLEGIBLE]  	 
	 	 	Title:  	[ILLEGIBLE]  	 



	 	 	 	 	 
	 	ALIANTE GAMING, LLC

 	 
	 	By:  	Aliante Station, LLC., its Manager
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	Station Casinos, Inc., its Manager
 	 
	 	 	 
	 	By:  	[ILLEGIBLE] 	 
	 	 	Richard J.Haskins 	 
	 	 	Secretary 	 
	 
	 	Consented and Agreed to:



ALIANTE STATION, LLC

 	 
	 	By:  	Station Casinos, Inc., its Manager
 	 
	 	 	 
	 	By:  	[ILLEGIBLE] 	 
	 	 	Richard J. Haskins 	 
	 	 	Secretary 	 



9









 








	 	 	 	 	 



Exhibit A




U.S.REGISTERED OR APPLIED FOR MARKS



	 	 	 
	Mark	 	Serial No.
	ALIANTE

	 	76/439913
	ALIANTE

	 	76/439912
	ALIANTE

	 	76/439901
	ALIANTE

	 	76/439949
	ALIANTE

	 	76/439948
	ALIANTE

	 	76/439947
	ALIANTE

	 	76/439946
	ALIANTE

	 	76/439945
	ALIANTE

	 	76/439944
	ALIANTE

	 	76/439943
	ALIANTE

	 	76/439942
	ALIANTE

	 	76/439941
	ALIANTE

	 	76/439940
	ALIANTE

	 	76/439939
	ALIANTE & Design

	 	76/439783
	ALIANTE & Design

	 	76/439903
	ALIANTE & Design

	 	76/439902
	ALIANTE & Design

	 	76/439924
	ALIANTE & Design

	 	76/439922
	ALIANTE & Design

	 	76/439923
	ALIANTE & Design

	 	76/439921
	ALIANTE & Design

	 	76/439920
	ALIANTE & Design

	 	76/439919
	ALIANTE & Design

	 	76/439918
	ALIANTE & Design

	 	76/439917
	ALLANTE & Design

	 	76/439916
	ALIANTE & Design

	 	76/439915
	ALIANTE & Design

	 	76/439914
	Design

	 	76/439768
	Design

	 	76/439767
	Design

	 	76/439929
	Design

	 	76/439928
	Design

	 	76/439927
	Design

	 	76/439926
	Design

	 	76/439925
	Design

	 	76/439900
	Design

	 	76/439782
	Design

	 	76/439784






A-1









 






Exhibit B




LEGAL DESCRIPTION OF THE PROJECT


All of Parcel Thirty-Four (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.




A-2









 







Attachment I

SECTION 3.8 OF THE AGREEMENT



1. Section 3.8 of the Agreement:



“3.8 Conflicts of Interest: Right to Participate.




     (a) Until the fifth (5th) anniversary
of the date of the Opening (the “Restricted
Period”), (i) none of the Fertitta Persons, whether alone or with other Persons,
shall, directly or indirectly, own, develop, manage or operate all or any
portion of any hotel and/or casino (other than an Exempt Property) within
the Restricted Area and (ii) none of the Greenspun Persons.
whether alone or with other Persons, shall, directly or indirectly, own, develop, manage
or operate all or any portion of any hotel and/or casino (other than an Exempt Property)
within the Restricted Area (either of the foregoing (i) or (ii) being referred
to herein as a “Restricted Activity”) (the restrictions set forth in this
Section 3.8(a) are referred to herein as the “Section 3.8(a) Restrictions”);
 Provided, however, that:




     (A) the Section 3.8(a) Restrictions shall not apply to the Losee Property;




     (B) the Section 3.8(a) Restrictions shall not apply to
any New Property (as defined in and) subject to the
Holding Operating Agreement; and




     (C) the Section 3.8(a) Restrictions shall not prohibit the Greenspun
Persons from collectively and in the aggregate owning less than five percent (5%)
of the publicly traded Voting Stock of a company involved in a Restricted
Activity,  or prohibit Parent, and the Fertitta Persons from collectively and in
the aggregate owning less than five percent (5%) of the publicly
traded Voting Stock of a company involved in a Restricted Activity, in both
cases only so long as such investment is passive and without any ability or
intent to exercise influence or control over the management or
direction of the entity in which the Voting Stock is owned.



     (b) Subject to the Section 3.8(a) Restrictions, during the Restricted
Period, a Fertitta Person, alone or with other Fertittta Persons and/or with other
Persons, or a Greenspun Person, alone or with other Greenspun Persons
and/or with other Persons, may acquire an interest, directly
or indirectly, in whole or in part, in real property located entirely or
partially within the Restricted Area, only if such Fertitta Person(s) or Greenspun
Person(s), as the case may be, comply(ies) with each and all of the requirements with
respect thereto set forth in the Holding Operating Agreement.



     (c) Subject to Sections 3.8(a) and 3.8(b) and any
restrictions or conditions set forth in the Holding 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 may be beneficial to, the Company or to Holding. Any
transactions or agreements (other than transactions or agreements
expressly contemplated by this Agreement, including reimbursement
of Shared Expenses, as long as such transactions are otherwise in compliance with this
Agreement) between the Fertitta Persons and the Greenspun Persons (on



A-3









 





the one hand) and the Company (on the other) (any such transaction referred
to herein as an “Affiliate Transaction”) shall be disclosed to the EC Members
and members of Holding in advance and shall be on commercially
reasonable, arms-length terms that are no less favorable to the Company or Holding than
could be obtained from an independent third party. No transaction with
the Company shall be voidable solely because a Fertitta Person or a
Greenspun Person has a direct or indirect interest in the transaction if
either (i) the transaction is fair to the Company or (ii)
the disinterested Manager or the disinterested EC Member, in either case knowing
the material facts of the transaction and the Fertitta Person’s or Greenspun
Person’s interest, authorize, approve or ratify the transaction. Notwithstanding the
foregoing, any loans to the Company by a Fertitta Person, a Greenspun Person or one or
more of their Affiliates shall require the approval of the Executive Committee pursuant
to the terms of this Agreement.




     (d) The Parties acknowledge that an Affiliate of GC shall
be the “declarant” under the declaration of
covenants, conditions and restrictions affecting the Resort
Property, and that the “declarant” may take actions that are inconsistent
with this Agreement, or not in the best interest of the Company, and Holding and GC shall
not be in breach hereof by reason of such actions and
“declarant” shall not have any duty under this Agreement to Station, Parent,
Holding or the Company; provided, however, that nothing in this
Section 3.8(d) shall permit such Affiliate “declarant” to engage in a
Restricted Activity.



     (e) The Section 3.8(a) Restrictions shall survive the
withdrawal, expulsion or other termination of GC or Station as a member of
Holding, through the earlier to occur of the date that is five (5) years
after the date of the Opening or three (3) years after the withdrawal,
expulsion, buyout or termination of GC or Station as a member
of Holding. The rights afforded the parties in Section
3.8 (b) hereto and the applicable provisions of the Holding Operating
Agreement shall not apply to any real property acquired by a
Fertitta Person or a Greenspun Person after the date of withdrawal, expulsion, buy-out
or other termination of GC or Station as a member of Holding; provided, that
any such real property shall remain subject to the Section 3.8(a)
Restrictions as provided in the preceding sentence”.



2. Defined terms:




     “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.



     “Agreement” means the Amended and Restated Operating Agreement of Aliante
Gaming LLC, as amended.



     “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



A-4









 





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).




     “EC Member” means a member of the Executive Committee.



     “Executive Committee” means the executive committee created under the Agreement.



     “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.



     “Fertitta Person” means each of the Manager, Station, Parent, the
Fertitta Family Members or any Affiliate of the foregoing (excluding
any Exempt Affiliate).



     “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).



     “Holding” means Aliante Holding LLC, a Nevada limited liability company.



     “Holding Operating Agreement” means the Operating Agreement of Aliante Holding,
LLC, as amended.



     “Losee Property” means the real property owned by Losee Elkhorn Properties,
LLC. a Nevada limited liability company. The Losee Property
is legally described on Exhibit E to the Agreement.



     “Manager” means the manager of the Company as appointed pursuant to
the Agreement.



     “New Property” means 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 acquired or to be acquired
by a Fertitta Person or a Greenspun Person during the Restricted
Period.



     “Parent”means Station Casinos, Inc.



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



     “Restricted Area” means the property area set forth on Exhibit G to the Agreement



     “Shared Expenses” means Parent’s, the Manager’s or their
respective Subsidiaries’ (as the case may be) allocated out-of-pocket costs
(not including any mark-up or other profit margin) for



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shared employees and for shared services related to the Project as approved by
the Executive Committee.




     “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.



     “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.




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