exv10w1



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Exhibit 10.1




AMENDED AND RESTATED




OPERATING AGREEMENT




OF




ALST CASINO HOLDCO, LLC,




A DELAWARE LIMITED LIABILITY COMPANY



THE UNITS REFERRED TO IN THIS AGREEMENT (1) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN
JURISDICTION, (2) MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE AFORESAID ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN
APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF AFORESAID ACT AND SUCH LAWS, (3) MAY NOT
BE OFFERED, SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE APPLICABLE GAMING LAWS OF THE STATE
OF NEVADA AND THE REGULATIONS OF THE NEVADA GAMING COMMISSION, AND (4) ARE SUBJECT TO, AND ARE
TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF THIS AGREEMENT.






 









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	ARTICLE I DEFINITIONS
	 	 	2	 
	Section 1.1 Definitions 
	 	 	2	 
	Section 1.2 Other Definitions 
	 	 	11	 
	Section 1.3 Interpretation 
	 	 	12	 
	 
	 	 	 	 
	ARTICLE II ORGANIZATIONAL MATTERS
	 	 	13	 
	Section 2.1 Formation 
	 	 	13	 
	Section 2.2 Name 
	 	 	13	 
	Section 2.3 Term 
	 	 	13	 
	Section 2.4 Registered Agent and Registered Office 
	 	 	14	 
	Section 2.5 Place of Business 
	 	 	14	 
	Section 2.6 Purpose and Business of the Company 
	 	 	14	 
	Section 2.7 Foreign Qualification 
	 	 	14	 
	Section 2.8 Title to Assets 
	 	 	14	 
	Section 2.9 Value Determinations 
	 	 	14	 
	 
	 	 	 	 
	ARTICLE III UNITS; CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS AND PREEMPTIVE RIGHTS
	 	 	15	 
	Section 3.1 Units 
	 	 	15	 
	Section 3.2 Additional Classes 
	 	 	15	 
	Section 3.3 Certificates 
	 	 	15	 
	Section 3.4 Issuance of Units 
	 	 	17	 
	Section 3.5 Capital Contributions 
	 	 	17	 
	Section 3.6 Capital Accounts 
	 	 	17	 
	Section 3.7 No Obligation for Additional Capital Contributions 
	 	 	18	 
	Section 3.8 Preemptive Rights 
	 	 	18	 
	Section 3.9 Capital Structure Adjustments 
	 	 	21	 
	Section 3.10 Regulatory Approvals 
	 	 	21	 
	Section 3.11 Incentive Units 
	 	 	22	 
	 
	 	 	 	 
	ARTICLE IV MEMBERS
	 	 	23	 
	Section 4.1 Limited Liability 
	 	 	23	 
	Section 4.2 Admission of Additional Members 
	 	 	23	 
	Section 4.3 Termination of Membership Interest 
	 	 	24	 
	Section 4.4 Withdrawal or Resignation; Death of a Member 
	 	 	24	 
	Section 4.5 Fiduciary Duties; Competing Activities 
	 	 	24	 
	Section 4.6 Power of Members 
	 	 	25	 
	Section 4.7 No Interest in Company Property 
	 	 	25	 
	Section 4.8 Remuneration of Members 
	 	 	25	 
	Section 4.9 Members Are Not Agents 
	 	 	25	 
	Section 4.10 Voting Rights and Action by Members 
	 	 	26	 
	Section 4.11 Approval Standard 
	 	 	26	 
	Section 4.12 Approval of Specified Events 
	 	 	26	 
	 
	 	 	 	 





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	Section 4.13 Representations and Warranties of the Members 
	 	 	28	 
	Section 4.14 No Recourse Agreement 
	 	 	29	 
	 
	 	 	 	 
	ARTICLE V MANAGEMENT AND GOVERNANCE OF THE COMPANY
	 	 	30	 
	Section 5.1 Management of the Company by Board of Managers 
	 	 	30	 
	Section 5.2 Board of Managers Composition 
	 	 	30	 
	Section 5.3 Manager Term and Replacement 
	 	 	31	 
	Section 5.4 Meetings of the Board of Managers; Action by Written Consent 
	 	 	31	 
	Section 5.5 Committees; Subsidiaries 
	 	 	32	 
	Section 5.6 Agency Authority of Managers or Officers 
	 	 	32	 
	Section 5.7 Performance of Duties; Liability of Managers 
	 	 	33	 
	Section 5.8 Devotion of Time 
	 	 	33	 
	Section 5.9 Reimbursement of Expenses to Managers 
	 	 	33	 
	Section 5.10 Officers 
	 	 	34	 
	Section 5.11 Limited Liability 
	 	 	35	 
	 
	 	 	 	 
	ARTICLE VI DISTRIBUTIONS; ALLOCATIONS OF NET INCOME AND NET LOSS
	 	 	35	 
	 
	 	 	 	 
	Section 6.1 Distributions 
	 	 	35	 
	Section 6.2 Tax Distributions 
	 	 	36	 
	Section 6.3 Tax Withholding; Withholding Advances 
	 	 	37	 
	Section 6.4 Allocations of Net Income and Net Loss; Tax Allocations; Special
Allocations
	 	 	38	 
	Section 6.5 Restriction on Distributions 
	 	 	40	 
	Section 6.6 Obligations of Members to Report Allocations 
	 	 	40	 
	Section 6.7 Limitation on Allocations and Distributions to Incentive Units 
	 	 	40	 
	 
	 	 	 	 
	ARTICLE VII TRANSFERS OF UNITS
	 	 	41	 
	Section 7.1 Transfers 
	 	 	41	 
	Section 7.2 Notice of Intent to Transfer Units 
	 	 	43	 
	Section 7.3 Rights of Assignees 
	 	 	43	 
	Section 7.4 Substitution of Members 
	 	 	43	 
	Section 7.5 Effective Date of Permitted Transfers 
	 	 	43	 
	Section 7.6 Rights of Legal Representatives 
	 	 	44	 
	Section 7.7 No Effect of Transfers in Violation of Agreement 
	 	 	44	 
	Section 7.8 Amendment to Schedule I 
	 	 	44	 
	Section 7.9 Right to Force a Qualified IPO; IPO Restructuring 
	 	 	44	 
	 
	 	 	 	 
	ARTICLE VIII BOOKS & RECORDS; FINANCIAL & OTHER INFORMATION; OTHER MATTERS
	 	 	46	 
	Section 8.1 Books and Records 
	 	 	46	 
	Section 8.2 Delivery to Members and Inspection 
	 	 	47	 
	Section 8.3 Financial and Other Information 
	 	 	48	 
	Section 8.4 Filings 
	 	 	49	 
	Section 8.5 Bank Accounts 
	 	 	49	 
	Section 8.6 Accounting Decisions and Reliance on Others 
	 	 	49	 






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	Section 8.7 Tax Matters for the Company Handled by Board of Managers; Tax
Matters Member
	 	 	49	 
	Section 8.8 Confidentiality Obligations 
	 	 	50	 
	Section 8.9 Annual Budget 
	 	 	51	 
	Section 8.10 Termination of Management Agreement 
	 	 	51	 
	 
	 	 	 	 
	ARTICLE IX DISSOLUTION AND WINDING UP
	 	 	52	 
	Section 9.1 Dissolution 
	 	 	52	 
	Section 9.2 Winding Up 
	 	 	52	 
	Section 9.3 Order of Payment Upon Dissolution 
	 	 	52	 
	Section 9.4 Limitations on Payments Made in Dissolution 
	 	 	54	 
	Section 9.5 Termination 
	 	 	54	 
	Section 9.6 No Action for Dissolution 
	 	 	54	 
	 
	 	 	 	 
	ARTICLE X INDEMNIFICATION AND INSURANCE
	 	 	54	 
	Section 10.1 Indemnification 
	 	 	54	 
	Section 10.2 Reimbursements; Advancements 
	 	 	55	 
	Section 10.3 Insurance 
	 	 	55	 
	 
	 	 	 	 
	ARTICLE XI MISCELLANEOUS
	 	 	55	 
	Section 11.1 Entire Agreement 
	 	 	55	 
	Section 11.2 Binding Effect 
	 	 	55	 
	Section 11.3 Parties in Interest 
	 	 	56	 
	Section 11.4 Headings 
	 	 	56	 
	Section 11.5 Representation by Counsel 
	 	 	56	 
	Section 11.6 Governing Law 
	 	 	56	 
	Section 11.7 Consent to Jurisdiction; Service of Process 
	 	 	56	 
	Section 11.8 WAIVER OF JURY TRIAL 
	 	 	56	 
	Section 11.9 Exhibits and Schedules 
	 	 	56	 
	Section 11.10 Invalid Provisions 
	 	 	57	 
	Section 11.11 Further Assurances 
	 	 	57	 
	Section 11.12 Notices 
	 	 	57	 
	Section 11.13 Amendment and Waiver 
	 	 	57	 
	Section 11.14 Reliance on Authority of Person Signing Agreement 
	 	 	58	 
	Section 11.15 No Interest in Company Property; Waiver of Action for Partition
	 	 	58	 
	Section 11.16 Counterparts 
	 	 	59	 
	Section 11.17 Attorney Fees 
	 	 	59	 
	Section 11.18 Remedies Cumulative 
	 	 	59	 
	Section 11.19 Gaming Suitability 
	 	 	59	 
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	Exhibit A            Form of Addendum Agreement
	 	 	 	 
	 
	 	 	 	 
	SCHEDULES
	 	 	 	 
	 
	 	 	 	 
	Schedule I            Members, Capital Contributions and Units
	 	 	 	 











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AMENDED AND RESTATED OPERATING AGREEMENT

OF

ALST CASINO HOLDCO, LLC

A DELAWARE LIMITED LIABILITY COMPANY




          This Amended and Restated Operating Agreement (as amended, supplemented or modified from time
to time, this “Agreement”) of ALST Casino Holdco, LLC, a Delaware limited liability company
(the “Company”), is made and to be effective as of November 1, 2011, by and among the
Company and the Members. Unless otherwise specified, capitalized terms used herein shall have the
respective meanings set forth in Article I. The Company and the Members are sometimes
collectively referred to herein as the “Parties” and each is sometimes referred to herein
as a “Party.”



RECITALS




          WHEREAS, the Company was formed pursuant to the Act by the filing of the Certificate of
Formation with the Secretary of State of the State of Delaware on May 11, 2011, and an Amended and
Restated Certificate of Formation of the Company was filed with the Secretary of State of the State
of Delaware on May 19, 2011 (as so amended and restated, the “Certificate of Formation”) to
appoint Soohyung Kim as the initial manager of the Company (the “Initial Manager”);



          WHEREAS, Standard General Master Fund L.P. (the “Initial Member”), as the sole member
of the Company, entered into an Operating Agreement of the Company dated as of May 11, 2011, as
amended by the First Amendment to the Operating Agreement dated as of September 27, 2011 to
effectuate, among other things, (x) the admission of North LV HoldCo, LLC, a Delaware limited
liability company (“North LV HoldCo”), as a member of the Company, and (y) the Initial
Member’s resignation from the Company as a member of the Company (as so amended, the “Original
Agreement”);



          WHEREAS, Aliante Gaming, LLC, a Nevada limited liability company (“Aliante Gaming”),
and its affiliated debtors commenced voluntary cases under chapter 11 of title 11 of the United
States Code, 11 U.S.C. §§ 1-1 et seq. in the United States Bankruptcy Court,
District of Nevada to effectuate a restructuring of the indebtedness of Aliante Gaming and its
affiliated debtors (the “Restructuring”) pursuant to a prepackaged plan of reorganization
(the “Plan”);



          WHEREAS, in connection with the Restructuring and upon the effectiveness of and subject to the
terms and conditions set forth in the Plan and the transactions contemplated thereby, (i) Aliante
Gaming will issue limited liability company interests (constituting the entire equity interest in
Aliante Gaming) to certain of its and its affiliated debtors’ lenders or their respective
designees, as the case may be, and (ii) pursuant to a Contribution Agreement to be entered into
with the Company, such lenders or their respective designees, as the case may be, will contribute
such limited liability company interests (constituting the entire equity interest in Aliante
Gaming) to the Company in exchange for the issuance by the Company to such lenders or their
respective designees, as the case may be, in their capacity as Members, of the number of Units set
forth in Schedule I hereto next to the name of each such Member, following which, Aliante
Gaming will become a wholly-owned Subsidiary of the Company;



 









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          WHEREAS, the Parties deem it to be in their best interests to amend and restate the Original
Agreement to, among other things, (x) admit as new Members the Persons set forth on Schedule
I (other than North LV HoldCo), in connection with the consummation of the transactions
described in the immediately preceding recital, and (y) establish and set forth their agreement
with respect to certain rights and obligations associated with the ownership of Units, including
restrictions on transfer of the Units, preemptive rights and corporate governance rights and
obligations;



          WHEREAS, the Parties’ registration rights following an Initial Public Offering shall be
governed by a separate Registration Rights Agreement, dated as of the date hereof, by and among the
Company and the parties thereto (the “Registration Rights Agreement”);



          WHEREAS, the Parties hereby constitute themselves as a limited liability company for the
purposes and on the terms and conditions set forth in this Agreement; and



          WHEREAS, pursuant to Section 10 of the Original Agreement, the Parties (including North LV
HoldCo) desire to amend and restate the Original Agreement in its entirety as set forth in this
Agreement.



          NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements set forth
herein and for good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties (including North LV HoldCo), acting pursuant to the Limited Liability
Company Act of the State of Delaware, 6 Del. C. §§ 18-101, et seq., as amended from time to time,
agree that this Agreement shall govern the relationship between the Company and the Members and do
hereby amend and restate the Original Agreement in its entirety as follows.



ARTICLE I




DEFINITIONS



          Section 1.1 Definitions. As used in this Agreement, and unless the context requires a different
meaning, the following terms have the meanings indicated:



          “Act” means the Delaware Limited Liability Company Act, 6 De.C.§§18-101, et.
seg., as amended from time to time (and any corresponding provisions of succeeding law).



          “Addendum Agreement” means an Addendum Agreement in the form attached hereto as
Exhibit A.



          “Affiliate” means, with respect to any Person, an “affiliate” as defined in Rule 405
of the regulations promulgated under the Securities Act and with respect to any Member, an
“affiliate” shall include any investment fund or holding company that is directly or indirectly
managed or advised by any Affiliate of such Member; provided, however, that
notwithstanding the foregoing, an Affiliate shall not include any portfolio company of any Person
(including any Member).



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          “Annual Budget” means the annual operating plans and operating and capital budgets for
the Hotel prepared by the Management Company pursuant to the Management Agreement for each Fiscal
Year.



          “Asset Manager” means any Person appointed by the Company from time to time to act as
the Company’s asset manager for the Hotel and to report to the Company in such capacity.



          “Assignee” means the owner of an Economic Interest who has not been admitted as a
substitute Member in accordance with Article VII.



          “Assumed Tax Rate” means with respect to each Member (or Person whose tax liability is
determined by reference to the income of a Member), a rate equal to the sum of the maximum rate of
New York state and local income tax and United States federal income tax that would be imposed on a
Member who is an individual and a resident of New York City, taking into account the character of
the income of the Company and the deductibility of state and local income taxes for federal income
tax purposes and any limitations thereon, including pursuant to Section 68 of the Code.



          “Available Cash Flow” means Distributable Cash other than proceeds received by the
Company in any Capital Transaction.



          “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks in New York City are required by law or executive order to close.



          “Capital Contribution” means, with respect to any Member, the total amount of cash or
cash equivalents and the initial Carrying Value of any property (other than cash or cash
equivalents) contributed to the capital of the Company or its controlled Affiliates by such Member,
whether before or after the date hereof, as reflected on Schedule I from time to time. Any
contribution of cash or other property by a Member to a controlled Affiliate of the Company after
the date hereof shall be treated for income tax purposes as a contribution of such property by such
Member to the Company, followed by a direct or indirect contribution of such property by the
Company to such controlled Affiliate.



          “Capital Transaction” means (a) a liquidation, dissolution or winding up of the
Company pursuant to Article IX of this Agreement or any other recapitalization transaction
outside of the ordinary course in which cash or other assets are distributed to the Members, or
(b) a Change of Control Transaction.



          “Carrying Value” means, with respect to any asset of the Company, the adjusted basis
of such asset for United States federal income tax purposes, except that the initial Carrying Value
of any asset contributed by a Member to the Company shall be the gross Fair Market Value of such
asset at the time of contribution; the Carrying Values of all such assets may, as determined by the
Board of Managers, be adjusted to equal their respective Fair Market Values at the following times:
(a) immediately prior to the contribution of more than a de minimis amount of money or other
property to the Company by a new or existing Member as consideration for an interest in the
Company; (b) the distribution by the Company to a Member



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of more than a de minimis amount of
property (other than cash) in exchange for a portion of such Member’s interest in the Company;
(c) the liquidation of the Company within the meaning of Treasury Regulations
§ 1.704-1(b)(2)(ii)(g); and (d) in connection with and at the time of a grant of an interest in the
Company (other than a de minimis interest) as consideration for the provision of services to or for
the benefit of the Company by an existing Member acting in a Member capacity or by a new Member
acting in a Member capacity or in anticipation of becoming a Member; provided,
however, that adjustments pursuant to clauses (a), (b) and (d) of this paragraph need not
be made if the Board of Managers reasonably determines that such adjustments are not necessary or
appropriate to reflect the relative economic interests of the Members and that the absence of such
adjustments does not adversely and disproportionately affect any Member. In the case of any asset
of the Company that has a Carrying Value that differs from its adjusted tax basis, the Carrying
Value shall be adjusted by the amount of depreciation, depletion and amortization calculated for
such asset rather than the amount of depreciation, depletion and amortization determined for United
States federal income tax purposes for purposes of the definitions of “Net Income” and “Net Loss”.




          “Change of Control Transaction” means: (i) an acquisition by any Person or group of
Persons (other than those Members that are Principal Members as of the date hereof or their
respective Affiliates or a wholly-owned Subsidiary of the Company) of equity interests of the
Company, whether already outstanding or newly issued, in a transaction or series of transactions,
if immediately thereafter such acquiring Person or group of Persons has, or would have, beneficial
ownership of fifty percent (50%) or more of the combined equity interests or voting power of the
Company or any of its Subsidiaries; (ii) the sale of all or substantially all (i.e., eighty percent
(80%)) of all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person or
group of Persons (other than those Members that are Principal Members as of the date hereof or
their respective Affiliates or a wholly-owned Subsidiary of the Company); or (iii) the consummation
of a tender offer, merger, recapitalization, consolidation, business combination, reorganization or
other transaction, or series of such related transactions, involving the Company or any of its
Subsidiaries and a third Person or group of Persons (other than those Members that are Principal
Members as of the date hereof or their respective Affiliates or a wholly-owned Subsidiary of the
Company), unless both (1) the then-existing Members, immediately after such transaction or series
of transactions, will beneficially own at least fifty percent (50%) of the combined equity
interests or voting power of the Company or any of its Subsidiaries (or, if the Company or any of
its Subsidiaries will not be the surviving entity in such transaction or series of transactions,
such surviving entity), and (2) individuals who are then Managers or directors or managers of any
Subsidiary of the Company will be entitled to cast at least a majority of the votes of the Board of
Managers and the board of directors or equivalent body of any Subsidiary of the Company (or such
surviving entity, as the case may be) after the closing of such transaction or series of
transactions.



          “Code” means the Internal Revenue Code of 1986, or any successor statute thereto.



          “Company Minimum Gain” means “partnership minimum gain,” as defined in section
1.704-2(b)(2) of the Treasury Regulations, and shall be determined in accordance with section
1.704-2(d) of the Treasury Regulations.



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          “Compliance Plan” means the Gaming Compliance Review and Reporting Plan.



          “Confidential Information” means any and all confidential or proprietary information
(irrespective of the form of communication) obtained by or on behalf of a Member or its
Representatives from the Company or its Subsidiaries, through such Member’s ownership of a
Membership Interest, other than information which (i) was or becomes generally available to the
public other than as a result of a breach of this Agreement by such Member or its Representatives,
(ii) was or becomes available to such Member on a nonconfidential basis prior to disclosure to the
Member or its Representatives by the Company or its Subsidiaries, (iii) was or becomes available to
the Member or its Representatives from a source other than the Company or its Subsidiaries;
provided, that such source is not known by such Member or its Representatives to be bound
by a confidentiality agreement with the Company, or (iv) is independently developed by such Member
or its Representatives without the use of any such information received under this Agreement.



          “control” means, with respect to any specified Person, the power, direct or indirect,
to direct or cause the direction of the management and policies of such Person, whether through
ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” shall have correlative meanings.



          “Distributable Cash” means the amount of cash which the Board of Managers reasonably
deems available for distribution to the Members, taking into account all debts, liabilities, and
obligations of the Company then due, and working capital and other amounts, including amounts
required for ongoing operations under the Gaming Laws, which the Board of Managers reasonably deems
necessary for the Company’s business or to place into reserves for customary and usual expenditures
or claims with respect to such business. Proceeds received by the Company in any Capital
Transaction shall be included in total cash receipts of the Company for purposes of computing
Distributable Cash, and shall be distributed in accordance with Section 6.1(b).



          “Economic Interest” means the right to receive distributions of the Company’s assets
and allocations of income, gain, loss, deduction, credit and similar items from the Company
(including any Tax Distributions distributed pursuant to Section 6.2) pursuant to this
Agreement and the Act, but shall not include any other rights of a Member, including the right to
vote or participate in the management of the Company, or except as provided in the Act, any right
to information concerning the business and affairs of the Company.



          “Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations
of the United States Securities and Exchange Commission thereunder.



          “Exchange Act Report” means any report, information or document that the Company is
required to file with the United States Securities and Exchange Commission pursuant to the Exchange
Act, including the quarterly, annual or current reports required to be filed on Forms 10-Q, 10-K
and 8-K.



          “Fair Market Value” means, with respect to any property or asset, the fair market
value of such property or asset as determined in good faith by the Board of Managers.



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          “Fiscal Year” means the Company’s fiscal year, which shall be the twelve (12) months
ended on December 31 of each year, unless a different year end is required by applicable law.



          “GAAP” means United States generally accepted accounting principles in effect from
time to time.



          “Gaming Authority” means any federal, state or local governmental, regulatory or
administrative authority, agency, board or official responsible for or involved in the regulation
of gaming or gaming activities in any jurisdiction, including within the State of Nevada,
specifically, the Nevada Gaming Commission, the Nevada State Gaming Control Board, and applicable
local authorities.



          “Gaming Compliance Committee” means the committee established by the Board of Managers
of the Company in satisfaction of the condition imposed by that certain Order of Registration (as
may be amended from time to time), entered by the Nevada Gaming Commission effective October 20,
2011, and as established pursuant to Article III of the Compliance Plan.



          “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.



          “Governmental Authority” means any: (i) nation, state, commonwealth, province,
territory, county, municipality, district or other jurisdiction of any nature; (ii) U.S. and other
federal, state, local, municipal, foreign or other government; or (iii) governmental or
quasi-governmental authority of any nature (including any governmental division, department,
agency, commission, instrumentality, official, organization, unit, body or entity, any court or
other tribunal and for the avoidance of doubt, any Gaming Authority).



          “Hedging Obligation” means, with respect to any Person, any liability of such Person
under any interest rate, currency or commodity swap agreement, cap agreement or collar agreement,
and any other agreement or arrangement designed to protect a Person against fluctuations in
interest rates, currency exchange rates or commodity prices.



          “Hotel” means the real property, improvements and personalty constituting the Aliante
Station Casino + Hotel (including all assets used in connection with the hotel and gaming business
at such hotel).



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          “Incentive Units” means the units of Membership Interests designated as “Incentive
Units” and having the rights and preferences established by the Board of Managers pursuant to
Section 3.11.



          “Incentive Unit Distribution Threshold” means, as of any specified date,
$80,000,000.00 (or such other amount as determined by the Board of Managers), reduced by the
cumulative amount of all prior distributions made to any Member pursuant to Section 6.1(a)
or Section 6.1(b).



          “Incremental Distribution Threshold” means, as of any date of determination, with
respect to each Subsequent Incentive Unit, the amount that each Initial Incentive Unit would
receive if, immediately prior to the issuance of such Subsequent Incentive Unit, the Company was
liquidated at the fair market value of the assets of the Company, as reasonably determined by the
Board of Managers in good faith, and the proceeds distributed pursuant to Section 9.3.



          “Indebtedness” of a Person means, at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments (excluding contingent obligations under
surety bonds), (iii) all obligations of such Person to pay the deferred purchase price of property
or services, except trade accounts payable arising and paid in the ordinary course of business,
(iv) the capitalized amount of all capital leases of such Person, (v) all non-contingent
obligations of such Person to reimburse any bank or other Person in respect of amounts paid under a
letter of credit, bankers acceptance, surety bond or similar instrument, (vi) all equity
securities of such Person subject to repurchase or redemption otherwise than at the sole option of
such Person, (vii) all obligations secured by a Lien on any asset of such Person, whether or not
such obligation is otherwise an obligation of such Person, (viii) all Hedging Obligations of such
Person, and (ix) all Indebtedness of others guaranteed by such Person. Any obligation constituting
Indebtedness solely by virtue of the preceding clause (vii) shall be valued at the lower of the
Fair Market Value of the corresponding asset and the aggregate unpaid amount of such obligation.



          “Initial Incentive Units” shall mean the Incentive Units first issued under this
Agreement.



          “Initial Public Offering” means the first firm commitment underwritten offering of the
IPO Corporation conducted pursuant to an effective registration statement under the Securities Act
(other than a registration statement on Forms S-4 or S-8 or any similar form).



          “Investment Company Act” means the Investment Company Act of 1940.



          “IRS” means the Internal Revenue Service.



          “Law” means any applicable constitutional provision, statute, act, code (including the
Code), law, regulation, rule, ordinance, order, writ, decree, ruling, proclamation, resolution,
judgment, decision, declaration, or interpretative or advisory opinion or letter of a Governmental
Authority and shall include, for the avoidance of any doubt, the Act.



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          “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind, or any other type of preferential arrangement that has the
practical effect of creating a security interest, in respect of such asset. For the purposes of
this Agreement, the Company shall be deemed to own subject to a Lien any asset which it has
acquired or holds subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement relating to such asset.



          “Major Member” means, as of any time of determination, any Member that holds five
percent (5%) or more of the then total outstanding Units (excluding any Incentive Units) held by
all Members.



          “Majority-in-Interest of the Members” means, as of any time of determination, Members
holding more than fifty percent (50%) of the then total outstanding Units (excluding any Incentive
Units) held by all Members.



          “Management Agreement” means that certain Management Agreement, dated as of the date
hereof, by and among Aliante Gaming and the Management Company, or any agreement entered into any
successor Management Company after the date hereof, pursuant to which the Management Company will
provide management services to Aliante Gaming in connection with the operation of the Hotel.



          “Management Company” means Station Casinos, LLC, a Nevada limited liability company,
or any successor thereto, in its capacity as the management company for the Hotel pursuant to the
Management Agreement.



          “Member” means, collectively, the Persons set forth on Schedule I on the date
hereof and shall include any Person who is hereafter admitted as a Member from and after the date
hereof pursuant to this Agreement and becomes bound by the terms of this Agreement. The Members
shall constitute the “Members” (as such term is defined in the Act) of the Company.



          “Member Nonrecourse Debt Minimum Gain” means “partner nonrecourse debt minimum gain,”
as defined in section 1.704-2(i)(2) of the Treasury Regulations, and shall be determined in
accordance with section 1.704-2(i)(3) of the Treasury Regulations.



          “Membership Interest” means a Member’s ownership interest in the Company including any
and all benefits to which the holder of such Membership Interest may be entitled as provided in
this Agreement or under the Act, including such Member’s Economic Interest and to the extent
provided in this Agreement, the right to vote on or participate in the management of the Company
and its Subsidiaries and the right to receive information concerning the business and affairs, of
the Company and its Subsidiaries, together with all obligations of a Member to comply with the
terms and provisions of this Agreement.



          “Net Income” and “Net Loss” mean, for any Fiscal Year (or portion thereof),
the taxable income or loss of the Company, or particular items thereof, determined in accordance
with the accounting method used by the Company for United States federal income tax purposes in
accordance with Section 703(a) of the Code with the following adjustments: (a) all items of
income, gain, loss, or deduction allocated pursuant to Section 6.4(d)) shall not be taken
into



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account in computing such taxable income or loss; (b) any income of the Company that is exempt
from United States federal income taxation and not otherwise taken into account in computing Net
Income and Net Loss shall be added to such taxable income or loss; (c) if the Carrying Value of any
asset differs from its adjusted tax basis for United States federal income tax purposes, any gain
or loss resulting from a disposition of such asset shall be calculated with reference to such
Carrying Value; (d) if the Carrying Value of any asset differs from its adjusted tax basis for
United States federal income tax purposes at the beginning of such Fiscal Year (or portion thereof)
the amount of depreciation, amortization or cost recovery deductions with respect to such asset
shall for purposes of determining Net Income and Net Loss be an amount which bears the same ratio
to such beginning Carrying Value as the United States federal income tax depreciation, amortization
or other cost recovery deductions bears to such beginning adjusted tax basis (provided,
that if the United States federal income tax depreciation, amortization or other cost recovery
deduction is zero, the Board of Managers may use any reasonable method for purposes of determining
depreciation, amortization or other cost recovery deductions in calculating Net Income and Net
Loss); (e) any expenditures of the Company that are described in Section 705(a)(2)(B) of the Code
or are treated as described in Section 705(a)(2)(B) of the Code pursuant to Treasury Regulation
§ 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Net Income and Net Loss
shall be treated as deductible items; and (f) if the Carrying Value of any property of the Company
is adjusted as provided in the definition of Carrying Value, the amount of such adjustment shall be
taken into account, immediately prior to the event giving rise to such adjustment, as gain or loss
from the disposition of such property.




          “Non-Principal Member” means, as of any time of determination, any Member that holds
less than ten percent (10%) of the then total outstanding Units (excluding any Incentive Units)
held by all Members, and it is understood and agreed that Members who cease to be Principal Members
shall thereafter be Non-Principal Members.



          “NYSE” means the New York Stock Exchange.



          “Percentage Interest” means, with respect to any Member (or group of Members) as of
any date, the fraction (expressed as a percentage), the numerator of which is the number of Units
held by such Member on such date and the denominator of which is the sum of the aggregate number of
Units owned by all Members (or the relevant Members if the calculation is made with respect to a
specified group of Members) on such date, excluding, for the purpose of calculating any
Percentage Interest pursuant to Section 3.8 or Section 6.1(a), any Incentive Units.
The Percentage Interests of the Members are set forth on Schedule I.



          “Permitted Transferee” means, (i) with respect to any Member who is an individual, a
member of such Member’s immediate family, which shall include and be limited to such Member’s
spouse, children or grandchildren, or a trust, corporation, partnership or limited liability
company all of the beneficial interests of which shall be held by such Member or one or more
members of such Member’s immediate family, and shall include such Member’s heirs, successors,
administrators and executors; or (ii) with respect to any Member that is an entity, any Affiliate
of such Member.



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          “Person” means any individual, firm, corporation, partnership, trust, incorporated or
unincorporated association, joint venture, joint stock company, limited liability company,
enterprise or other entity of any kind.



          “Prime Rate” means the prime rate (the base rate on corporate loans at large U.S.
money center commercial banks) as published in the Money Rates section of the Wall Street Journal
or other equivalent publication if the Wall Street Journal no longer publishes such information;
provided, that if more one such prime rate is published on any given day, the lowest of
such published rates shall be the Prime Rate for purposes of this Agreement.



          “Principal Member” means, as of any time of determination, any Member that holds ten
percent (10%) or more of the then total outstanding Units (excluding any Incentive Units) held by
all Members.



          “Profits Interest” means an interest in the future profits of the Company satisfying
the requirements for a partnership profits interest transferred in connection with the performance
of services, as set forth in IRS Revenue Procedures 93-27 and 2001-43, unless superseded by any
current or future IRS guidance or other authority, including but not limited to, IRS Notice
2005-43, in which case, as set forth in Proposed Treasury Regulations Section 1.83-3(l), Notice
2005-43 and any similar or related authority.



          “Public Offering” means the sale of equity securities of the IPO Corporation to the
public pursuant to an effective registration statement (other than Form S-4 or Form S-8 or any
similar or successor form) filed under the Securities Act or any comparable law or regulatory
scheme of any foreign jurisdiction.



          “Qualified IPO” means an Initial Public Offering (i) for which cash proceeds to be
received by the IPO Corporation and the Shareholders in such offering ((or series of related
offerings) without deducting underwriter discounts, expenses and commissions) are at least
$50,000,000 and (ii) where the implied valuation of the Company and its Subsidiaries (on a
consolidated basis) in such offering (or series of related offerings) is at least two (2) times the
valuation of the Company and its Subsidiaries (on a consolidated basis) immediately following the
consummation of the Restructuring.



          “Registration Rights Addendum Agreement” means an Addendum Agreement in the form set
forth in Exhibit A to the Registration Rights Agreement.



          “Representatives” means with respect to any Member, (i) such Member’s officers,
directors, managers, shareholders, partners, members, equity holders, parents, agents, employees,
representatives (including attorneys, accountants, consultants, bankers and financial advisors of
such Member or its Affiliates) and Affiliates (including any Managers designated by such Member)
and (ii) with respect to each Member that is a limited partnership or limited liability company,
such Member’s former partners or members who retained an economic interest in such Member, and
current or prospective partners, limited partners, members, general partners or management
companies (or any employee, attorney, accountant, consultant, banker or financial advisor or
representative of any of the foregoing Persons described in this clause (ii)).



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          “Securities Act” means the Securities Act of 1933 and the rules and regulations of the
United States Securities and Exchange Commission promulgated thereunder.



          “Subsequent Incentive Unit” means each Incentive Unit which is issued subsequent to
the Initial Incentive Units.



          “Subsidiary” means (i) any corporation or other entity a majority of the capital stock
of which having ordinary voting power to elect a majority of the board of directors or other
Persons performing similar functions is at the time owned, directly or indirectly, with power to
vote, by the Company or any direct or indirect Subsidiary; or (ii) a partnership in which the
Company or any direct or indirect Subsidiary is a general partner.



          “Tax Distribution Date” means January 10, April 10, June 10 and September 10 of each
fiscal year.



          “Treasury Regulations” means the proposed, temporary and final regulations promulgated
under the Code by the U.S. Department of Treasury.



          “Units” means the units of Membership Interests designated as “Units” and having the
rights and preferences established by the Board of Managers pursuant to Section 3.1.



          “Unrecovered Capital” means, with respect to any Member, the total Capital
Contributions made by such Member, reduced by the total amount distributed to such Member pursuant
to Section 6.1(a) and Section 6.1(b).



          Section 1.2 Other Definitions. The following capitalized terms are defined in the following
Sections of this Agreement:



	 	 	 
	Term	 	Section
	Acquired Units

	 	Recitals
	Agreement

	 	Preamble
	Aliante Gaming

	 	Recitals
	Asset Manager Engagement Letter

	 	Section 4.5(a)
	Board of Managers

	 	Section 5.1
	Capital Account

	 	Section 3.6(a)
	Certificate of Formation

	 	Recitals
	Company

	 	Preamble
	Covered Investor

	 	Section 4.5(a)
	Covered Person

	 	Section 10.1
	Dissolution Event

	 	Section 9.1
	Distribution

	 	Section 6.1
	Excess Tax Distribution

	 	Section 6.2(a)
	Gaming Event

	 	Section 11.19(a)(ii)
	Initial Manager

	 	Recitals
	Initial Member

	 	Recitals
	IPO Corporation

	 	Section 7.9(b)






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	Term	 	Section
	IPO Restructuring

	 	Section 7.9(b)
	Liabilities

	 	Section 10.1
	Liquidator

	 	Section 9.3
	Manager

	 	Section 5.2(a)
	North LV HoldCo

	 	Recitals
	Notice Period

	 	Section 7.2
	Offered Units

	 	Section 7.2
	Original Agreement

	 	Recitals
	Owner License

	 	Section 8.10
	Owner Persons

	 	Section 8.10
	Parties

	 	Preamble
	Party

	 	Preamble
	Permitted Transfer

	 	Section 7.1(a)(ii)
	Plan

	 	Recitals
	Preemptive Percentage

	 	Section 3.8(b)
	Promissory Note

	 	Section 11.19(a)(iv)
	Registered Agent

	 	Section 2.4
	Registration Rights Agreement

	 	Recitals
	Restructuring

	 	Recitals
	Subscription Period

	 	Section 3.8(a)
	Tax Distribution

	 	Section 6.2(a)
	Tax Liability Amount

	 	Section 6.2(a)
	Tax Matters Member

	 	Section 8.7(b)
	Transfer

	 	Section 7.1(a)(i)
	Transfer Notice

	 	Section 7.2
	Transferring Member

	 	Section 7.2
	Unsuitable Member

	 	Section 11.19(a)(ii)
	Withholding Advances

	 	Section 6.3(b)






          Section 1.3 Interpretation. For purposes of this Agreement, except as otherwise expressly
provided herein or unless the context otherwise requires: (a) words using the singular or plural
number shall also include the plural or singular number, respectively, and the use of any gender
herein shall be deemed to include the other genders; (b) references herein to “Articles,”
“Sections,” “subsections” and other subdivisions, and to Exhibits, Annexes and other attachments,
without reference to a document are to the specified Articles, Sections, subsections and other
subdivisions of, and Exhibits, Annexes and other attachments to, this Agreement; (c) a reference to
a subsection without further reference to a Section is a reference to such subsection as contained
in the same Section in which the reference appears, and this rule shall also apply to other
subdivisions within a Section or subsection; (d) the words “herein,” “hereof,” “hereunder,”
“hereby” and other words of similar import refer to this Agreement as a whole and not to any
particular provision; (e) the words “include,” “includes” and “including” are deemed to be followed
by the phrase “without limitation”; (f) any reference to the Code, the Treasury Regulations, the
Act or other statutes or laws will include all amendments, modifications or replacements of the
specified sections and provisions concerned; (g) “or” is not exclusive; (h) any statute or laws
defined or referred to herein shall include any rules, regulations



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or forms promulgated thereunder
from time to time and as from time to time amended, amended and restated, modified or supplemented,
including by succession of comparable successor rules, regulations or forms; and (i) the number of
Units owned or held by a Member and its Affiliates receiving Units in a Permitted Transfer shall be
aggregated solely for the purpose of determining whether such Member satisfies any ownership
threshold (whether expressed as a number, percentage, fraction or otherwise) set forth in this
Agreement.




ARTICLE II




ORGANIZATIONAL MATTERS



          Section 2.1 Formation.



               (a) The Company was formed pursuant to the Act by the filing of the Certificate of Formation
with the Secretary of State of the State of Delaware on May 11, 2011. The Members hereby agree
that the Company shall be governed by, and the rights, duties and liabilities of the Members shall
be as provided in, the Act and this Agreement. To the extent that the rights or obligations of any
Member are different by reason of any provision of this Agreement than they would be in the absence
of such provision, this Agreement shall, to the extent permitted by the Act, control.



               (b) Takuyo Furukawa, as an “authorized person” within the meaning of the Act, has executed,
delivered and filed the Certificate of Formation with the Secretary of State of the State of
Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State
of Delaware, his powers as an authorized person ceased and any officer of the Company is hereby
authorized, as an “authorized person” within the meaning of the Act, at any time that the requisite
Managers (as defined below), and if required pursuant to this Agreement, Members, have approved an
amendment to the Certificate of Formation in accordance with Section 11.13(a), to promptly
execute, deliver and file such amendment in accordance with the Act.



               (c) The Members hereby ratify and approve the Initial Manager’s, Initial Member’s and North LV
HoldCo’s execution of consents, agreements, documents and instruments, as applicable, on the
Company’s behalf (including the authorization of the issuance of limited liability company
interests of the Company) and the filing of forms and documents with governmental authorities and
agencies, including the U.S. Securities and Exchange Commission, prior to the date hereof. The
Initial Manager shall cease to hold the office of initial manager and all of the attendant powers
thereto following the selection of the Company’s Board of Managers, the initial composition of
which is set forth in Section 5.2(a), on the date hereof.



          Section 2.2 Name. The name of the Company is currently ALST Casino Holdco, LLC. The business of
the Company may be conducted under that name or, upon compliance with applicable Law, any other
name that the Board of Managers deems appropriate or advisable.



          Section 2.3 Term. The Company shall continue in existence perpetually, unless sooner dissolved as
provided by this Agreement or required by the Act.



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          Section 2.4 Registered Agent and Registered Office. The registered agent for service of process
on the Company shall be Corporation Service Company, or any successor registered agent appointed by
the Board of Managers in accordance with 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 2711 Centerville Road, Suite 400, City
of Wilmington, County of New Castle, State of Delaware 19808 or such other place within the State
of Delaware as may be determined by the Board of Managers.



          Section 2.5 Place of Business. The principal place of business of the Company will be located at,
and the Company’s business will be conducted from, such place or places within or outside the State
of Delaware as the Board of Managers may from time to time designate.



          Section 2.6 Purpose and Business of the Company. Subject to the limitations on the activities of
the Company otherwise specified in this Agreement, the purpose and business of the Company shall be
the conduct of any business, purpose or activity that may be conducted by a limited liability
company organized pursuant to the Act. In connection 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.



          Section 2.7 Foreign Qualification. Prior to the Company’s conducting business in any jurisdiction
other than Delaware, the Board of Managers shall cause the Company to comply, to the extent
procedures are available and those matters are reasonably within the control of the Board of
Managers, with all requirements necessary to qualify the Company as a foreign entity in that
jurisdiction if such qualification is required. At the request of the Board of Managers, each
Member shall execute, acknowledge, swear to, and deliver all certificates and other instruments
conforming with this Agreement that are necessary or appropriate to qualify, continue, and
terminate the Company as a foreign entity in all such jurisdictions in which the Company may
conduct business; provided, that no Member shall be required to file any general consent to
service of process or to qualify as a foreign corporation, limited liability company, partnership
or other entity in any jurisdiction in which it is not already so qualified.



          Section 2.8 Title to Assets. Title to Company assets shall be in the name of the Company. The
Members shall not have any interest in any specific assets of the Company. The interest of the
Members in the Company is personal property.



          Section 2.9 Value Determinations. With respect to any matters provided hereunder as to which a
Member’s rights are determined based upon the value of its Units or otherwise, the Board of
Managers shall, in good faith, make such determinations of value with respect thereto as if the
Company were dissolved, its affairs wound up and its assets sold for cash equal to their fair
market value, all Company liabilities were satisfied and the net assets of the



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Company were
distributed in accordance with Section 9.3, and may cause the Company to engage from time
to time an internationally recognized financial advisory or valuation firm to advise with respect
to such determinations of fair market value with respect thereto. The Company shall pay all
expenses incurred in connection with such valuations.




ARTICLE III




UNITS; CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS AND

PREEMPTIVE RIGHTS



          Section 3.1 Units. Subject to Section 3.8 and the last paragraph of Section 4.12,
the Company is authorized to issue Membership Interests designated as “Units,” which shall
constitute limited liability company interests under the Act at such prices per Unit as may be
determined by the Board of Managers and in exchange for contributions of cash or property, the
provision of services or such other consideration, as may be determined by the Board of Managers.
The number of Units issued to Members shall be listed in Schedule I, which may be amended
from time to time as required to reflect issuances of Units to new Members, changes in the number
of Units held by Members and to reflect the addition or cessation or withdrawal of Members. The
number of Units held by each Member shall not be affected by (a) any issuance by the Company of
Units to other Members or (b) any change in the Capital Account of such Member (other than such
changes to reflect additional Capital Contributions from such Member in exchange for new Units).
Holders of Units shall (i) share in each item of Company income, gain, loss, deduction and credit
as provided in this Agreement, (ii) be entitled to all distributions made pursuant to this
Agreement, and (iii) be entitled to such other voting and participation rights as are set forth in
this Agreement and provided under the Act.



          Section 3.2 Additional Classes. Subject to Section 3.8 and the last paragraph of
Section 4.12, in addition to the Units, the Company may issue additional classes of
securities or other interests in the Company as the Board of Managers shall determine in good faith
with such designations, preferences, rights, powers and duties, as shall be fixed by the Board of
Managers and which may include (but shall not be limited to), additional classes of Units or
Membership Interests reflecting additional Capital Contributions, to which the assets and
liabilities and income and expenditure attributable or allocated to such class shall be applied or
charged.



          Section 3.3 Certificates. In the sole discretion of the Board of Managers, the issued and
outstanding Units may be represented by certificates. In addition to any other legend which the
Company may deem advisable under the Securities Act, certain state securities Laws and Gaming Laws
and subject to this Section 3.3, all certificates representing issued and outstanding Units
shall be endorsed as follows:




“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET
FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT, BY AND



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AMONG
ALST CASINO HOLDCO, LLC (THE “COMPANY”) AND ITS MEMBERS, AS
AMENDED FROM TIME TO TIME. A COPY OF THE ABOVE REFERENCED AGREEMENT
IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN
JURISDICTION, AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
APPLICABLE STATE OF FOREIGN SECURITIES LAWS OR PURSUANT TO AN
APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND SUCH LAWS (AND, IN SUCH CASE, AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE BOARD OF MANAGERS OF THE
COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT
SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE
SECURITIES ACT OR ANY OTHER APPLICABLE FEDERAL, FOREIGN, STATE,
PROVINCIAL, SECURITIES OR OTHER SIMILAR LAWS).




THE OFFERING, SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER
DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL
BE INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING
COMMISSION. IF AT ANY TIME THE NEVADA GAMING COMMISSION FINDS THAT
AN OWNER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS
UNSUITABLE TO CONTINUE TO HAVE AN INVOLVEMENT IN GAMING IN NEVADA,
SUCH OWNER MUST DISPOSE OF THE SECURITIES AS PROVIDED BY THE LAWS OF
THE STATE OF NEVADA AND THE REGULATIONS OF THE NEVADA GAMING
COMMISSION THEREUNDER. SUCH LAWS AND REGULATIONS RESTRICT THE RIGHT
UNDER CERTAIN CIRCUMSTANCES TO: (A) PAY OR RECEIVE ANY DIVIDEND OR
INTEREST UPON ANY SUCH SECURITIES; (B) EXERCISE, DIRECTLY OR THROUGH
ANY TRUSTEE OR NOMINEE, ANY VOTING RIGHT CONFERRED BY SUCH
SECURITIES; OR (C) RECEIVE ANY REMUNERATION IN ANY FORM FROM THE
CORPORATION FOR SERVICES RENDERED OR OTHERWISE.”



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          Except as otherwise expressly provided in this Agreement, all certificates or other
instruments representing Units hereafter issued to or acquired by any of the Members or their
successors, assigns or transferees shall bear the legends set forth above (unless the Company’s
counsel advises that such legends are not required), and the Units represented by such certificates
or instruments shall be subject to the applicable provisions of this Agreement. Whenever the
restrictions imposed by this Agreement shall terminate as to any particular Units (including
pursuant to Article IX), the holder thereof shall be entitled to receive from the Company,
without expense, upon delivery to the Company of the existing certificate representing such Units,
a new certificate not bearing the respective legends otherwise required pursuant to this
Section 3.3. At any time when any particular Units are permitted to be Transferred without
restriction pursuant to Rule 144(d) promulgated under the Securities Act and/or without restriction
pursuant to applicable Gaming Laws, the holder thereof shall be entitled to receive from the
Company, without expense, upon delivery to the Company of the existing certificate representing
such Units, a new certificate not bearing the corresponding legend(s) otherwise required pursuant
to this Section 3.3.



          Section 3.4 Issuance of Units. The Company is hereby authorized to issue an unlimited number of
Units. On the date hereof, the Company shall issue to each Member, the number of Units and the
Percentage Interest in the Company as set forth opposite its name on Schedule I.



          Section 3.5 Capital Contributions. Each Member as of the date hereof shall be deemed to have made
a Capital Contribution to the Company in the amount designated as such Member’s “Capital
Contribution” opposite such Member’s name on Schedule I. Any Member admitted to the
Company after the date hereof will be assigned such Percentage Interest (and the Percentage
Interests of each other Member shall be reduced by the Percentage Interest of such newly admitted
Member in proportion to their respective Percentage Interests) and will make such Capital
Contributions, if any, as the Board of Managers deems appropriate.



          Section 3.6 Capital Accounts.



               (a) The Company shall establish a separate capital account (a “Capital Account”) for
each Member on the books of the Company in accordance with the following provisions:



                    (i) Each Member’s Capital Account shall be increased by the amount of: (A) such Member’s
Capital Contributions; (B) any Net Income or other item of income or gain allocated to such Member
pursuant to Article VI; and (C) Company liabilities, if any, assumed by such Member or
secured, in whole or in part, by any Company assets that are distributed to such Member.



                    (ii) Each Member’s Capital Account shall be decreased by the amount of: (A) cash and the Fair
Market Value on the date of distribution of any other Company



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property distributed to such Member
pursuant to Article VI and Article IX; (B) any Net Loss or other item of loss or
deduction allocated to such Member pursuant to Article VI; and (C) liabilities, if any, of
such Member assumed by the Company.




                    (iii) The Company shall revalue the Capital Accounts of the Members in accordance with
Treasury Regulation § 1.704-1(b)(2)(iv)(f) at the times specified in the definition of “Carrying
Value.”



               (b) No Member shall be entitled to interest on any portion of such Member’s Capital Account.
No Member shall be required to restore by way of contribution any deficit in such Member’s Capital
Account. Except as set forth herein, no Member, regardless of the nature of such Member’s Capital
Contribution, shall have any right to demand to withdraw capital, demand or receive distributions
or other returns of any portion of such Member’s Capital Account, except as expressly provided in
this Agreement. No Member shall have the right to receive property other than cash except as may
be specifically provided herein.



               (c) If any Person becomes a substituted Member in accordance with the provisions of
Article VII, such substituted Member shall succeed to the Capital Account of the
transferor Member to the extent such Capital Account relates to the transferred Units (or portion
thereof).



               (d) The foregoing provisions and the other provisions of this Agreement relating to the
maintenance of Capital Accounts are intended to comply with Treasury Regulation
§ 1.704-1(b)(2)(iv), and shall be interpreted and applied in a manner consistent with such intent.



          Section 3.7 No Obligation for Additional Capital Contributions. No Member or Affiliate of a
Member will be required to make a Capital Contribution, loan or advance to the Company or guaranty
or make any other financial commitment with respect to any debt or other obligation of the Company,
including to fund operations of the Company or meet any tax liabilities of the Members (including
tax liabilities arising from phantom income). No Member or Affiliate of a Member shall make any
additional Capital Contribution without the prior written approval of the Board of Managers.



          Section 3.8 Preemptive Rights.



               (a) Prior to the earlier of a Qualified IPO and a Change of Control Transaction, if the
Company proposes to issue additional equity securities of the Company (including securities
exercisable for or convertible into equity securities), the Company shall deliver to each Major
Member a written notice of such proposed issuance at least thirty (30) days prior to the date of
the proposed issuance (the period from the effectiveness pursuant to Section 11.12 of such
notice until the expiration of such thirty (30) day period, the “Subscription Period”).
Such notice shall include, to the extent applicable, (i) the amount, kind and terms of the equity
securities to be included in the issuance, (ii) the price of the equity securities to be included
in the issuance, and (iii) the proposed issuance date, if known.



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               (b) Each Major Member shall have the option, exercisable at any time during the first twenty
(20) days of the Subscription Period by delivering an irrevocable written notice to the Company
(except as otherwise provided in this Section 3.8) and on the same terms as those of the
proposed issuance of such additional equity securities (including the number or amount, as
applicable, of equity securities issuable upon exercise or conversion of any security), to
irrevocably subscribe for such number or amount, as applicable, of equity securities as is equal to
the product of (A) the number or amount of any such additional equity securities (including
securities exercisable for or convertible into equity securities) to be offered and (B) a fraction
the numerator of which is the number of Units (excluding Incentive Units) owned by such Major
Member and its Affiliates and the denominator of which is the total number of Units (excluding
Incentive Units) owned by all Major Members and their Affiliates (the “Preemptive
Percentage”), in each case, on the same terms and conditions as are to be provided to the
proposed purchaser in the issuance in question. Each Major Member who does not exercise such
option in accordance with the above requirements shall be deemed to have waived all of such Major
Member’s rights with respect to such issuance. In the event that any Major Member does not elect
to purchase its aggregate Preemptive Percentage of the additional equity securities (including
securities exercisable for or convertible into equity securities), the Company shall deliver to
each Major Member (other than declining Major Members or Major Members who elect to purchase less
than the amount offered to it) a written notice thereof no later than the 25th day of
the Subscription Period, including the number or amount, as applicable, of equity securities which
were subject to the purchase right of such declining Major Member(s), and each other Major Member
may subscribe for not more than its Preemptive Percentage (calculated using the Percentage Interest
of such Major Member relative to all non-declining Major Members) of such declined equity
securities before the expiration of the Subscription Period.



               (c) If at the end of the 90th day after the date of the effectiveness of the notice
contemplated by clause (a) above, as such period may be extended to obtain any required regulatory
approvals, the Company has not completed the issuance, each Major Member shall be released from
such Major Member’s obligations under the written commitment, the notice shall be null and void,
and it shall be necessary for a separate notice to be furnished, and the terms and provisions of
this Section 3.8 separately complied with, in order to consummate such issuance.



               (d) In the event that the participation in the issuance by a Major Member as a purchaser would
require under applicable Law (i) the registration or qualification of such securities or of any
Person as a broker or dealer or agent with respect to such securities where such registration or
qualification is not otherwise required for the issuance, or (ii) the provision to any Major Member
of any specified information regarding the Company or the securities to be issued that is not
otherwise required to be provided for the issuance, such Major Member shall not have the right to
participate in the issuance.



               (e) Each Major Member shall take or cause to be taken all such reasonable actions as may be
necessary or reasonably desirable in order expeditiously to consummate each issuance pursuant to
this Section 3.8; provided, however, that, in no event shall any Major
Member be required to provided non-public financial or other information regarding such Major
Member or any of its Affiliates, other than information solely with respect to the Major Member’s
status as a Member and an accredited investor.



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               (f) Notwithstanding the requirements of this Section 3.8, the Company may proceed with
any issuance that would otherwise be subject to this Section 3.8 prior to having complied
with the provisions of this Section 3.8; provided, that the Company shall:




     (i) provide to each Major Member in connection with such issuance (A) prompt
notice of such issuance and (B) the notice described in clause (a) above in which
the actual price of the equity securities shall be set forth;




     (ii) within a reasonable period of time following the issuance, offer to
issue (or have Transferred) to each Major Member such number or amount of equity
securities of the type issued in the issuance as may be requested by such Major
Member (not to exceed the number or amount of such securities which is sufficient
to give such Major Member the same fractional interest in the Company, giving
effect to such issuance and any further issuances pursuant to this clause (f), as
it would have had if the Company had served a notice pursuant to, and such Major
Member had exercised its rights in full under, Section 3.8(a) and
3.8(b) prior to the issuance) on the same terms and conditions with
respect to such securities as the subscribers in the issuance received; and




     (iii) keep such offer open for a period of thirty (30) Business Days, during
which period, each such Major Member may accept such offer by sending an
irrevocable written acceptance to the Company committing to purchase in accordance
with the procedures set forth in Section 3.8(b), an amount of such
securities (not to exceed the amount specified in the offer made pursuant to
Section 3.8(f)(ii)).



               (g) The provisions of this Section 3.8 shall not apply to issuances by the Company as
follows:




     (i) any issuance of securities upon the exercise or conversion of any stock,
options, warrants or convertible securities outstanding on the date hereof or
issued after the date hereof in a transaction that complied with the provisions of
this Section 3.8;




     (ii) any issuance of equity securities, options, warrants or convertible
securities to officers, employees, directors or consultants (other than a Member
or an Affiliate thereof) of the Company or its Subsidiaries in connection with
such Person’s employment or consulting arrangements with the Company or its
Subsidiaries, in each case to the extent approved by the Board of Managers or
pursuant to an employment benefit plan, incentive award program or other
compensation arrangement;




     (iii) any issuance of equity securities, options, warrants or convertible
securities, in each case to the extent approved by the Board of Managers, (A) in
any direct or indirect business combination or acquisition



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transaction involving
the Company or any of its Subsidiaries, including with respect to a Change of
Control Transaction, (B) in connection with any joint venture or strategic
partnership entered into primarily for purposes other than raising capital (as
determined by the Board of Managers (or such other governing body of any
Subsidiary of the Company) in its sole discretion) or (C) to financial
institutions, commercial lenders, broker/finders or any similar party, or their
respective designees, as an “equity kicker” in connection with a transaction that
is primarily the incurrence or guarantee of Indebtedness by the Company or any of
its Subsidiaries;




     (iv) any issuance of securities in connection with any stock split, stock
dividend paid on a proportionate basis to all holders of the affected class of
equity interest or recapitalization approved by the Board of Managers; or




     (v) any issuance of equity securities, options, warrants or convertible
securities pursuant to a Public Offering or in connection with an Initial Public
Offering.



               (h) If the Company proposes to issue Indebtedness of the Company in a private issuance solely
to one or more Major Members, the Company shall deliver to each other Major Member notice of such
issuance and an opportunity to participate in such issuance pro rata with the other participating
Major Member(s) based on the Percentage Interest of such Major Member relative to all participating
Major Members.



               (i) The closing of a purchase of equity securities or Indebtedness of the Company by a Major
Member pursuant to this Section 3.8 shall take place at the principal office of the Company
on the closing date for the issuance, grant or sale of such equity securities or Indebtedness of
the Company (as applicable) as mutually agreed upon by the Company and the Major Members that have
elected to purchase such equity securities or Indebtedness of the Company (as applicable). At such
closing, such Major Members shall deliver bank checks or wire transfer of immediately available
funds to the Company in the amount of the purchase prices applicable to the equity securities or
Indebtedness of the Company (as applicable) being purchased by such Major Members. The Company
shall amend Schedule I to reflect the additional Capital Contribution by such Major Members
in connection with the exercise of their preemptive rights with respect to newly issued equity
securities of the Company in accordance with this Section 3.8.



          Section 3.9 Capital Structure Adjustments. No Unit splits, Unit combinations, distributions of
Units or other similar events involving any class of equity securities of the Company may be
effected unless such splits, combinations, distributions or similar events are effected
simultaneously and proportionately with respect to all other classes of equity securities of the
Company.



          Section 3.10 Regulatory Approvals. No Units, Membership Interests or other securities of the
Company shall be issued and no Units, Membership Interests or other securities



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of the Company or
Capital Account shall be Transferred, adjusted or subject to any other disposition without the
receipt of all approvals required under Gaming Laws.




          Section 3.11 Incentive Units.



               (a) The Board of Managers is authorized to issue one or more series of Incentive Units from
the authorized Units to Managers, officers, employees, consultants or other service providers of
the Company or its Subsidiaries; provided, that forty-three thousand two hundred (43,200)
Units are hereby authorized and shall be reserved for issuance as Incentive Units and shall be
issued at the discretion of the Board of Managers. The Board of Managers is further authorized to
adopt a plan pursuant to which the Incentive Units may be granted, if appropriate and compliant
with Rule 701 of the Securities Act or another applicable exemption. The Company and each Person
receiving Incentive Units hereby acknowledge and agree that the Board of Managers may designate
Incentive Units as Profits Interests and may vary the other rights and preferences thereof;
provided, that, notwithstanding anything in this Agreement to the contrary, all Incentive
Units shall be non-voting and non-transferable, except that Incentive Units may be transferred in
connection with a Capital Transaction entered into by the Company. The Board of Managers shall
determine in good faith the Incremental Distribution Threshold for any series of Subsequent
Incentive Units.



               (b) The Board of Managers may from time to time establish such vesting criteria for any series
of Incentive Units as the Board of Managers in its discretion determines.



               (c) All Members, whether parties hereto as of the date hereof or admitted after the date
hereof, consent to the taking of all actions, including amending this Agreement, that are approved
by the Board of Managers to the extent necessary or appropriate to cause the Incentive Units to be
treated as Profits Interests for all United States federal income tax purposes, to be valued based
on liquidation value or similar principles and to permit allocations of income to be made to each
Member to be respected even if such interests are subject to risk of forfeiture, including any
action required by the Company under Revenue Procedure 2001-43, unless superseded by IRS Notice
2005-43, in which case, such consent shall allow the Company to take any and all actions as may be
necessary or desirable pursuant to such notice, final or temporary regulations that may be
promulgated to bring into effect the Proposed Treasury Regulations Sections 1.83-3, 1.704-1,
1.706-3, 1.707-1, 1.721-1, 1.761-1 set forth in the notice of proposed rulemaking (REG–105346–03 ),
and any similar or related authority.



               (d) Unless otherwise determined by the Board of Managers, it shall be a condition subsequent
to any Person’s receipt of any Incentive Unit subject to vesting that such Person make an election
under Section 83(b) of the Code within thirty (30) days of the receipt of such Incentive Unit.



               (e) No Incentive Units shall have any preemptive rights pursuant to Section 3.8 and
the number of issued and outstanding Incentive Units shall be excluded from the calculation of the
total outstanding Units and Percentage Interest provided in Section 3.8.



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               (f) The Company shall amend Schedule I upon any issuance or forfeiture of Incentive
Units.



ARTICLE IV




MEMBERS



          Section 4.1 Limited Liability. Except as expressly set forth in this Agreement or required by any
non-waivable provision of applicable Law, no Member shall be personally liable for any Indebtedness
or other obligation or liability of the Company, whether such Indebtedness or other liability or
obligation arises in contract, tort, or otherwise.



          Section 4.2 Admission of Additional Members.



               (a) The Board of Managers may, subject to the receipt of all required Gaming Licenses under
applicable Gaming Laws, admit one or more additional Members to the Company from time to time in
accordance with the following provisions:



                    (i) Except in connection with the admission of any recipient of (x) Units as compensation for
his/her service on the Board of Managers or (y) Incentive Units, each such additional Member shall
have made a Capital Contribution in such amount and on such terms as the Board of Managers
determines to be appropriate based upon the needs of the Company, the net value of the Company’s
business, the Company’s financial condition, and other such factors used to determine the
then-prevailing private market value of the Company at the date of such admission of such
additional Member;



                    (ii) No additional Members shall be admitted if the effect of such admission would be to
terminate the Company within the meaning of Section 708(b) of the Code;



                    (iii) Each such additional Member executes an Addendum Agreement and a Registration Rights
Addendum Agreement; and



                    (iv) Each such additional Member pays any reasonable expenses as determined by the Board of
Managers in connection with his, her or its admission as a new Member.



          Notwithstanding the foregoing, Assignees may only be admitted as substitute Members in
accordance with Article VII.



               (b) The Company shall amend Schedule I to reflect the admission of additional Members.



               (c) Notwithstanding the provisions of this Section 4.2, no Person may be admitted as a
Member unless it has been found suitable to hold Units of the Company by all applicable Gaming
Authorities in circumstances where such approval is required and has obtained all necessary Gaming
Licenses.



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          Section 4.3 Termination of Membership Interest. Upon any attempted Transfer of all or a portion
of a Member’s Units in violation of Article VII, all rights associated with such Member’s
Membership Interest, other than such Member’s Economic Interest, held by such Member shall be
terminated by the Board of Managers and thereafter such Member shall be deemed an Assignee only.
Each Member acknowledges and agrees that such termination of the Membership Interests upon the
occurrence of the foregoing events is not unreasonable under the circumstances existing as of the
date hereof.



          Section 4.4 Withdrawal or Resignation; Death of a Member.



               (a) Withdrawal or Resignation. A Member shall not cease to be a Member as a result of
the Bankruptcy of such Member. So long as a Member continues to hold Units, such Member shall not
have the ability to withdraw or resign as a Member prior to the dissolution and winding up of the
Company and any such withdrawal or resignation or attempted withdrawal or resignation by a Member
prior to the dissolution or winding up of the Company shall be null and void. As soon as any
Person who is a Member ceases to hold any Units, such Person shall no longer be a Member.



               (b) Death of a Member. The death of any Member shall not cause the dissolution of the
Company. In such event the Company and its business shall be continued by the remaining Member or
Members.



          Section 4.5 Fiduciary Duties; Competing Activities.



               (a) Fiduciary Duties. To the fullest extent permitted by Law and notwithstanding any
other provision of this Agreement, the Members hereto hereby agree that pursuant to the authority
of Sections 18-1101(c)-(e) of the Act, the Members hereby eliminate any and all fiduciary duties of
the Members and their respective officers, directors, managers, shareholders, partners, members,
equity holders, parents, agents, employees, representatives and Affiliates (including the Managers
designated by such Members) (each, a “Covered Investor”), other than those Persons who are
employees of the Company or its Subsidiaries, that are owed to the Company, the Company’s
Subsidiaries and the other Members and hereby agree that such Persons shall have no fiduciary duty
to the Company, the Company’s Subsidiaries or any other Member; provided, however,
that the foregoing shall not eliminate the implied contractual covenant of good faith and fair
dealing.



               (b) Competing Activities. In furtherance of the foregoing, the Members hereby agree
that each Covered Investor may engage or invest in, independently or with others, any business
activity of any type or description, including those that might be in the same business as or
similar to the Company’s business and that might be in direct or indirect competition with the
Company or its Subsidiaries. Neither the Company, its Subsidiaries nor any other Members shall
have any right in or to such other ventures or activities or to the income or proceeds derived
therefrom. The pursuit of any such ventures or activities by a Covered Investor, even if
competitive with the business of the Company and its Subsidiaries, shall not be deemed wrongful or
improper and shall not constitute a conflict of interest or breach of fiduciary or other duty by
such Covered Investor with respect to the Company, its Subsidiaries or the other Members. No
Covered Investor, who is not an employee of the Company or its Subsidiaries



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shall be obligated to
present any investment opportunity or prospective economic advantage to the Company or its
Subsidiaries, even if the opportunity is of the character that, if presented to the Company or its
Subsidiaries, could be taken by the Company or its Subsidiaries and such Covered Investor shall
have the right to hold such investment opportunity or prospective economic advantage for its own
account or to recommend such opportunity to Persons other than the Company, its Subsidiaries and
the other Members. In addition, to the maximum extent permitted from time to time under applicable
Law, the Company, its Subsidiaries and the other Members renounce any interest or expectancy in
being offered an opportunity to participate in, business opportunities that are from time to time
presented to any Covered Investor who is not an employee of the Company or its Subsidiaries, and
the Company, its Subsidiaries and the Members waive any claim related to the foregoing. Each
Member acknowledges that the Covered Investors may own and/or manage other businesses, including
businesses that may compete directly or indirectly with the Company or the Company’s Subsidiaries
and for such Covered Investors’ time, and each such Member hereby waives any and all rights and
claims which it may otherwise have against the Covered Investors as a result of any such
activities.




          Section 4.6 Power of Members. The Members shall have the power to exercise any and all rights or
powers granted to Members pursuant to the express terms of this Agreement and the Act. Except as
otherwise specifically provided by this Agreement or required by the Act, no Member, other than in
its capacity as a member of the Board of Managers or as an officer of the Company, shall have the
power to act for or on behalf of, or to bind, the Company. Notwithstanding the foregoing sentence,
except as otherwise expressly provided herein, all Members shall constitute one class or group of
members for purposes of the Act and this Agreement.



          Section 4.7 No Interest in Company Property. No real or personal property of the Company or any
of its Subsidiaries shall be deemed to be owned by any Member individually, but shall be owned by,
and title shall be vested solely in, the Company.



          Section 4.8 Remuneration of Members. Except as otherwise specifically provided in this Agreement,
no Member is entitled to remuneration (including in respect of any management fees) other than, if
applicable, customary Manager fees as established by the Board of Managers and reimbursement of
costs associated with travel and lodging related to Board of Managers activities or other
activities directly related to the business that have been approved in advance by the Board of
Managers; provided, that any fees approved and paid in respect of any Member shall be
approved and paid in respect of all Members equally and no Member shall be entitled to any
remuneration under this Section 4.8 to a greater extent than any other Member.



          Section 4.9 Members Are Not Agents. Pursuant to Section 5.1, the management of the
Company is vested in the Board of Managers. The Members shall have no power to participate in the
management of the Company except as expressly authorized by this Agreement and except as expressly
required by the Act. No Member, acting solely in the capacity of a Member, is an agent of the
Company nor does any Member, unless expressly and duly authorized in writing to do so by the Board
of Managers, have any power or authority to bind or act on behalf of the Company in any way, to
pledge its credit, to execute any instrument on its behalf or to render it liable for any purpose.



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          Section 4.10 Voting Rights and Action by Members. Except as expressly provided in this Agreement,
for all matters requiring the approval of Members provided in this Agreement or otherwise required
by the Act, the Members shall be entitled to cast one (1) vote for each Unit (but not Incentive
Unit) held by such Member. Except as otherwise provided herein, all matters in which a vote,
approval or consent of the Members is required, a vote, consent or approval of the Members shall
require the approval of a Majority-in-Interest of the Members by (A) resolution at a duly convened
meeting of the Members or (B) written consent of the Members having not less than the minimum
number of votes that would be necessary to authorize or take such action at a meeting at which all
Members entitled to vote thereto were present and voted. In the case of any such approval, the
Company or a Majority-in-Interest of the Members, collectively (directly or by direction to the
Secretary of the Company), may call a meeting of the Members at such time and place in New York,
New York or by means of telephone or other communications facility that permits all persons
participating in such meeting to hear and speak to each other for the purpose of a vote thereon and
a Majority-in-Interest of the Members shall constitute a quorum for the purpose of such meeting.
Notice of any such meeting shall be required, which notice shall include a brief description of the
action or actions to be considered by the Members. Unless waived by any such Member in writing,
notice of any such meeting shall be given to each such Member at least five (5) days prior thereto.
Attendance or participation of a Member at a meeting shall constitute a waiver of notice of such
meeting, except when the Member attends or participates in the meeting for the express purpose of
objecting at the beginning thereof to the transaction of any business because the meeting is not
properly called or convened.



          Section 4.11 Approval Standard. Except as otherwise specifically provided in this Agreement, all
votes, approvals or consents of the Members may be given or withheld, conditioned or delayed as
each Member may determine in their sole and absolute discretion.



          Section 4.12 Approval of Specified Events. Notwithstanding anything to the contrary in this
Agreement, the following actions by the Company and its Subsidiaries shall require the approval by
a vote or the written consent of the Members that hold at least two-thirds
(2¤3) of the then total outstanding Units (excluding any
Incentive Units) held by all Members and none of the Company, the Members, the Board of Managers,
any Subsidiary of the Company, the board of directors (or similar governing body) of any such
Subsidiary of the Company or any member or stockholder of any such Subsidiary of the Company, shall
approve, consent to or ratify any of the following actions (whether directly or indirectly, through
a merger, consolidation or otherwise) without such approval:



               (a) any Change of Control Transaction; provided, that, solely for the purpose of this
Section 4.12(a), any transaction or series of transactions that would otherwise constitute
a Change of Control Transaction but for the acquiring Person or group of Persons in such
transaction being a Member or group of Members that are Principal Members as of the date hereof
shall be deemed a Change of Control Transaction;



               (b) incurring an aggregate amount of Indebtedness of the Company and its Subsidiaries taken as
a whole (including the refinancing of existing Indebtedness of the Company and its Subsidiaries
taken as a whole) in excess of Fifty Million Dollars ($50,000,000)



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in one transaction or a series
of related transactions, other than (i) trade payables arising in the ordinary course of operating
the business, and (ii) capital leases contemplated by an Annual Budget approved by the Board of
Managers;




               (c) declaring, setting aside, making or paying any dividend or other distribution, payable in
cash, securities, property or otherwise, with respect to the Units or other equity securities
(other than (i) Tax Distributions to all Members on a pro rata basis based on their respective
Percentage Interests, (ii) distributions or dividends made by wholly-owned Subsidiaries of the
Company to the Company or other wholly-owned Subsidiaries of the Company, or (iii) distributions or
dividends made by Subsidiaries of the Company to all Members on a pro rata basis based on their
respective Percentage Interests) or entering into a recapitalization or restructuring transaction
the primary purpose of which is to pay a dividend or other distribution;



               (d) establishing, adopting, entering into, amending or terminating any employee equity,
profits interest or option plan, program, policy, practice or arrangement with respect to the
employees of the Company or any of its Subsidiaries, or with respect to which the Company or any of
its Subsidiaries has any material liability, except, in each case, in connection with (i) the
issuance of up to an aggregate amount of forty-three thousand two hundred (43,200) Incentive Units
pursuant to Section 3.11 and (ii) the issuance on an annual basis of Units to members of
the Board of Managers who are not employees of the Company or any of its Subsidiaries as
compensation for their service on the Board of Managers;



               (e) any acquisition of the equity or assets of any Person, or the acquisition by merger,
consolidation or other means, of any business, properties, assets or Persons, in any single
transaction or series of related transactions or any disposition of the equity or assets of any
Person or any business, properties, assets or Persons, in any single transaction or series of
related transactions, that in each case, would involve aggregate consideration payable by the
Company or its Subsidiaries in excess of Fifty Million Dollars ($50,000,000) in respect of any
single transaction or series of related transactions;



               (f) any transaction involving the Company or any Subsidiary of the Company, on the one hand,
and any Member or any Affiliate of such Member (including any Manager designated to the Board of
Managers by such Member), on the other hand, other than (i) a transaction that is consummated in
the ordinary course of business of the Company or such Subsidiary of the Company (as applicable),
(ii) a transaction that is de minimis in nature, (iii) the entry by the Company into an engagement
letter agreement with the Asset Manager with respect to the provision of asset management services
by the Asset Manager to the Company (the “Asset Manager Engagement Letter”), and any
amendment, restatement or other modification of the Asset Management Engagement Letter or any
successor agreement entered into on arm’s length terms after the date hereof to replace the
then-current Asset Manager with a new Asset Manager, (iv) an acquisition by a Member of newly
issued equity securities of the Company pursuant to an exercise of preemptive rights pursuant to
Section 3.8, or (v) the issuance of Units and/or Incentive Units to members of the Board of
Managers who are not employees of the Company or any of its Subsidiaries as compensation for their
service on the Board of Managers; and



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               (g) making or entering into any agreement, arrangement, commitment or understanding to do or
cause to be done any of the foregoing.


Notwithstanding anything to the contrary set forth in this Agreement and in addition to the
foregoing clauses (a) through (g) of this Section 4.12, the Company and the
Members hereby agree that Section 312.03(c) of the NYSE Listed Company Manual shall be deemed to
apply to the Company and the Members and the Company and the Members shall be bound by the
provisions thereof as if the Units were shares of common stock of the Company listed on the NYSE;
provided, that such provision shall not apply with respect to any issuance of Incentive
Units pursuant to Section 3.11. In furtherance of the foregoing sentence, the Company and
the Members agree that the shareholder approval required by Section 312.03(c) of the NYSE Listed
Company Manual shall be deemed satisfied upon the receipt of the approval by a vote or the written
consent of the Members that hold at least fifty percent (50%) of the then total outstanding Units
(excluding any Incentive Units) held by all Members.




          Section 4.13 Representations and Warranties of the Members. By the execution and delivery of this
Agreement, each Member (severally and not jointly, as to itself) represents and warrants to, and
agrees with, the Company and the other Members that the following statements are true and correct
as of the date hereof and will be true and correct as of each date on which such Member makes any
additional Capital Contributions:



               (a) Such Member’s Units are being acquired for its own account solely for investment and not
with a view to resale or distribution thereof other than in compliance with all applicable
securities Laws.



               (b) If such Member is an entity, such Member is duly organized and validly existing under the
Laws of its jurisdiction of organization.



               (c) Such Member (i) has been found suitable to hold Units of the Company by all applicable
Gaming Authorities in circumstances where such approval is required, (ii) has obtained all
necessary Gaming Licenses, and (iii) is in compliance with all applicable Gaming Laws.



               (d) The execution, delivery and performance by such Member of this Agreement are within such
Member’s corporate or other powers, as applicable, have been duly authorized by all necessary
corporate or other action on its behalf (or, if such Member is an individual, are within such
Member’s legal right, power and capacity), require no consent, approval, permit, license, order or
authorization of, notice to, action by or in respect of, or filing with, any Governmental Authority
(except as expressly disclosed in writing to the Board of Managers prior to the date hereof), and
do not and will not result in a breach of any of the terms, conditions or provisions of, or
constitute a default under, any provision of applicable Law or of any judgment, order, writ,
injunction or decree or any agreement or other instrument to which such Member is a party or by
which such Member or any of such Member’s properties is bound. This Agreement has been duly
executed and delivered by such Member and constitutes a valid and binding agreement of such Member,
enforceable against such Member in accordance with its terms.



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               (e) Such Member acknowledges that the offering and sale of the Units have not been and will
not be registered under the Securities Act, and are being made in reliance upon federal and state
exemptions for transactions not involving a public offering. In furtherance thereof, such Member
represents and warrants that it is an “accredited investor” (as defined in Regulation D promulgated
under the Securities Act) and such Member has sufficient knowledge and experience in financial and
business matters so as to be capable of evaluating the risks of its investment in the Units. Such
Member agrees that it will not take any action that could have an adverse effect on the
availability of the exemption from registration provided by Regulation D promulgated under the
Securities Act with respect to the offer and sale of the interests in the Company. In connection
with the purchase of Units, such Member meets all suitability standards imposed on it by applicable
Law.



               (f) Such Member has been given the opportunity to (i) ask questions of, and receive answers
from, the Company concerning the terms and conditions of the Units and other matters pertaining to
an investment in the Company and (ii) obtain any additional information necessary to evaluate the
merits and risks of an investment in the Company that the Company can acquire without unreasonable
effort or expense. In considering its investment in the Units, such Member has evaluated for
itself the risks and merits of such investment, and is able to bear the economic risk of such
investment, including a complete loss of capital, and in addition has not relied upon any
representations made by, or other information (whether oral or written) furnished by or on behalf
of, the Company or its Subsidiaries or any director, officer, employee, agent or Affiliate of such
Persons, other than as set forth in this Agreement. Such Member has carefully considered and has,
to the extent it believes necessary, discussed with legal, tax, accounting and financial advisors
the suitability of an investment in the Company in light of its particular tax and financial
situation, and has determined that the Units are a suitable investment for such Member.



          Section 4.14 No Recourse Agreement. Neither the Company nor any of its Subsidiaries shall enter
into any agreement which shall provide for recourse to any Member. No recourse to (a) any assets
or properties of any members, partners, shareholders or equity holders of any Member (or any Person
that controls such member, partner, shareholder or equity holder within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act), (b) any Affiliate of any Member or (c)
any former, current or future officer, director, agent, general or limited partner, member,
manager, shareholder, equity holder, employee or Affiliate of any Member or any former, current or
future officer, director, agent, general or limited partner, member, manager, shareholder, equity
holder, employee or Affiliate of the foregoing shall be had and no judgment relating to the
obligations of any Member under this Agreement (except to the extent any such Person expressly is
individually liable thereunder) or for any payment obligations under this Agreement (except to the
extent any such Person expressly is individually liable thereunder), or any part thereof, or for
any claim based thereon or otherwise in respect thereof or related thereto, shall be obtainable by
the Company or any Member against any direct or indirect member, partner, shareholder, equity
holder, incorporator, employee or Affiliate, past, present or future, of any Member.



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ARTICLE V




MANAGEMENT AND GOVERNANCE OF THE COMPANY



          Section 5.1 Management of the Company by Board of Managers. The management of the Company is
vested in a Board of Managers (the “Board of Managers”), which may delegate its power to
the executive officers of the Company, including the power and authority to manage and direct the
day-to-day business and affairs of the Company pursuant to Section 5.10(a) and is hereby
granted, the full and complete, power, authority and discretion for, on behalf of and in the name
of the Company, to take such actions and manage and direct the business and affairs of the Company,
as it may in its sole discretion deem necessary or advisable to carry out any and all of the
objectives and purposes of the Company, subject only to the terms of this Agreement (including the
Member approval rights set forth in Section 4.12 and Section 11.13(a)). Except as
otherwise expressly provided in this Agreement (including the Member approval rights set forth in
Section 4.12 and Section 11.13(a)), the Members (in their capacity as Members) will
not participate in the control of the Company and will have no right, power or authority to act for
or on behalf of or otherwise bind, the Company and will have no right to vote on or consent to any
other matter, act, decision or document involving the Company or its business. Without limiting
the generality of the foregoing, the Board of Managers shall, and subject to Section 3.8
and Section 4.12 (to the extent applicable), have the power and authority to issue and
sell, at any time, any Units or equity securities of the Company with whatever rights, powers,
preferences and privileges as the Board of Managers may determine in its sole and absolute
discretion, whether such Units or equity securities of the Company have rights, powers, preferences
and privileges, junior to, senior to, or pari passu with any existing Units or equity securities of
the Company.



          Section 5.2 Board of Managers Composition.



               (a) The Board of Managers shall initially be comprised of four (4) members (each, a
“Manager”) and the initial Managers as of the date hereof shall be Soohyung Kim, James
Coulter, Ellis Landau and Eugene Davis. Each Principal Member shall be entitled to designate one
(1) Manager; provided, however, that in the event that such Principal Member ceases
to hold at least ten percent (10%) of the then total outstanding Units (excluding any Incentive
Units) held by all Members, such Member shall no longer have the right to designate any Manager or
be represented on any committee of the Board. The Non-Principal Members that hold fifty percent
(50%) or more of the then total outstanding Units (excluding any Incentive Units) held by all
Non-Principal Members shall have the right to elect (i) one (1) Manager, and (ii) such additional
number of Managers that are no longer eligible to be designated by the Principal Members, such that
the Board shall comprise of at least four (4) Managers. In the event that any Person becomes a
Principal Member from and after the date hereof (other than in connection with a Transfer of Units
from a Principal Member to such Person pursuant to which such Principal Member ceases to hold at
least ten percent (10%) of the then total outstanding Units (excluding any Incentive Units) held by
all Members), the size of the Board of Managers shall be increased by one (1) Manager.



               (b) The Company shall not decrease the size of the Board of Managers to less than the
aggregate number of Managers that the Members have the right to appoint



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pursuant to this
Section 5.2(a). The size of the Board of Managers may be increased or decreased by amending
this Agreement pursuant to Section 11.13.




          Section 5.3 Manager Term and Replacement. Each Manager will serve on the Board of Managers until
the earlier of such Manager’s resignation, retirement, death, disability or removal in accordance
with the terms of this Agreement. A Manager that is appointed by a Principal Member may be removed
and replaced at any time and for any reason (or no reason) only at the direction and upon the
approval of the Principal Member that designated such Manager to the Board of Managers and upon the
resignation, retirement, death, disability or removal of such Manager, the Principal Member who
appointed such Manager may designate a replacement Manager. A Manager that is elected by the
Non-Principal Members may be removed and replaced at any time and for any reason (or no reason)
only at the direction and upon the approval of the Non-Principal Members that hold fifty percent
(50%) or more of the then total outstanding Units (excluding any Incentive Units) held by all
Non-Principal Members and upon the resignation, retirement, death, disability or removal of such
Manager, such Non-Principal Members may elect a replacement Manager. In the event that any
Principal Member loses its right to appoint a Manager pursuant to Section 5.2(a) as a
result of such Principal Member ceasing to satisfy the required ownership threshold set forth in
Section 5.2(a) and thereby becoming a Non-Principal Member, such Manager shall be
immediately removed and the resulting vacancy filled by the affirmative vote or consent of the
Non-Principal Members that hold fifty percent (50%) or more of the then total outstanding Units
(excluding any Incentive Units) held by all Non-Principal Members; provided, that if the
right to appoint such Manager is lost as a result of a Transfer of Units by such Principal Member
pursuant to this Agreement, where the transferee would be entitled to designate a Manager pursuant
to Section 5.2(a) following the completion of such Transfer, then such Manager shall be
immediately removed and the transferee shall be entitled to designate a replacement Manager
pursuant to Section 5.2(a). Any Manager may resign at any time by giving written notice to
the Board of Managers. Any resignation shall take effect at the date of the receipt of that notice
or at any later time specified in that notice; and, unless otherwise specified in that notice, the
acceptance of the resignation shall not be necessary to make it effective. Any resignation is
without prejudice to the rights, if any, of the Company under any contract to which such Manager is
a party. Notwithstanding anything to the contrary set forth herein, all appointments of Managers
to serve on the Board of Managers shall be subject to applicable Gaming Laws and Section
11.19(b). If any such Person is found to be unsuitable by a Gaming Authority, he or she shall
be automatically be removed from such position as a Manager.



          Section 5.4 Meetings of the Board of Managers; Action by Written Consent.



               (a) The Board of Managers will meet at least quarterly (unless otherwise agreed to by all
Managers) at such time and place as determined by the Board of Managers (or by telephone or other
communications facility that permits all persons participating to hear and speak to each other),
including to discuss strategic and operational trends and issues relating to the Company and its
Subsidiaries, their business and industry, and may be called to a special meeting by any
Chairperson of the Board or by the Secretary of the Company upon the request of any two
(2) Managers. Notice shall be required for any meeting of the Board of Managers, which notice
shall include a brief description of the action or actions to be considered



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by the Board of
Managers. Unless waived by all Managers in writing (before or after a meeting), prior notice shall
be given to each Manager (i) thirty (30) days before the date of any regularly scheduled meeting of
the Board and (ii) one (1) Business Day prior notice to all Managers before the date of any special
meeting.




               (b) Each Manager shall be entitled to cast one (1) vote on any matter which Managers are
entitled to vote thereon and the affirmative vote of a majority of the Managers present at a
meeting at which a quorum is present will be the act of the Board of Managers, except as otherwise
expressly provided in this Agreement (including the Member approval rights set forth in Section
4.12 and Section 11.13(a)). Any Manager may be represented at a meeting of the Board
of Managers by another Manager or, in the case of a Manager designated by a Principal Member,
another employee of such Principal Member or any Affiliate of such Principal Member, in each case
designated by proxy, which proxy must be notified to the Board of Managers by letter or facsimile,
signed by the Manager giving the proxy, addressed to the Secretary of the Company and delivered
prior to the commencement of the meeting. A quorum will consist of a majority of the Managers then
in office. The Board of Managers shall cause to be kept a book of minutes of all its actions by
written consent and its meetings in which there shall be recorded the time and place of such
meetings, whether it is a regular meeting or a special meeting, the notice thereof given, the names
of those present and the proceedings thereof.



               (c) Any action required or permitted to be taken at any meeting of the Board of Managers may
be taken without a meeting, if a consent in writing, setting forth the actions so taken, shall be
signed by Managers having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all Managers entitled to vote thereon were
present and voted, except as otherwise expressly provided in this Agreement (including the Member
approval rights set forth in Section 4.12 and Section 11.13(a)).



          Section 5.5 Committees; Subsidiaries. The Board of Managers may establish committees as it sees
fit and delegate to such committees or to any officers such power, authority and responsibility as
the Board of Managers determines is appropriate, subject to the limitations below and on the Board
of Managers generally and neither the Board nor any Manager shall have the power or authority to
form a committee without the consent of each of the Managers designated by the Principal Members.
Each committee will contain combinations of Managers as determined by the Board of Managers;
provided, that each committee other than the Gaming Compliance Committee (which,
notwithstanding anything to the contrary set forth herein, will be composed as required by the
Compliance Plan and may include members that are not Managers), shall consist of at least two (2)
Managers designated by the Principal Members and one (1) Manager elected by the Non-Principal
Members. In addition, the Members shall have the representation and rights on the boards (and
committees thereof) of each Subsidiary of the Company in the same manner and in the same
proportions as they have in respect of the Board of Managers as provided for herein.



          Section 5.6 Agency Authority of Managers or Officers. The Board of Managers may authorize any
Manager or officer to endorse checks, drafts, and other evidences of Indebtedness made payable to
the order of the Company (but only for the purpose of deposit



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into the Company’s accounts) or to
sign contracts and obligations on behalf of the Company, in each case, to the same extent the Board
of Managers could do the same under this Agreement.




          Section 5.7 Performance of Duties; Liability of Managers.



               (a) The Managers shall perform their duties in good faith, in a manner they reasonably believe
to be in the best interest of the Company and its Members, and with such care, including reasonable
inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
No Manager shall be personally liable to the Company or to any Member for any loss or damage
sustained by the Company or any Member to the extent provided in Article X. No Manager
shall be liable, responsible, or accountable, in damages or otherwise, to any Member or to the
Company, and the Company shall indemnify each Manager, in each case, to the extent provided in
Article X.



               (b) In performing his or her duties, each Manager shall be entitled to rely on information,
opinions, reports, or statements, including financial statements and other financial data, of the
following persons or groups unless they have knowledge concerning the matter in question that would
cause such reliance to be unwarranted and provided that such Manager acts in good faith and after
reasonable inquiry when the need therefor is indicated by the circumstances:



                    (i) One or more officers, employees, representatives or other agents of the Company or its
Subsidiaries whom such Manager reasonably believes to be reliable and competent in the matters
presented;



                    (ii) Any attorney, independent accountant, or other Person as to matters which such Manager
reasonably believes to be within such person’s professional or expert competence; or



                    (iii) A committee of the Board of Managers upon which such Manager does not serve, duly
designated in accordance with a provision of this Agreement, as to matters within its designated
authority, which committee such Manager reasonably believes to merit competence.



          Section 5.8 Devotion of Time. No Manager (other than a Manager who is also an employee of the
Company or any of its Subsidiaries, in which case, such Manager’s employment agreement shall
prevail) is obligated to devote all or substantially all of his or her time or business efforts to
the affairs of the Company; provided, however, that such Manager shall devote such
time and effort as appropriate for the discharge of such Manager’s duties and responsibilities to
the Company and the Members pursuant to the terms of this Agreement and as required by the Act.



          Section 5.9 Reimbursement of Expenses to Managers.



               (a) Except with respect to any Manager who is employed by the Company and as otherwise
specified in this Agreement, no Manager is entitled to remuneration for services rendered or goods
provided to the Company.



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               (b) The Company shall reimburse the Managers designated by the Members for all reasonable
travel and accommodation expenses incurred in connection with attendance at meetings of the Board
of Managers upon presentation of appropriate documentation therefor.



          Section 5.10 Officers.



               (a) Appointment of Officers. The Board of Managers may appoint officers at any time.
The officers of the Company may include a Chairperson, a Secretary, or other positions as the Board
of Managers deems necessary. The officers shall serve at the pleasure of the Board of Managers,
subject to all rights, if any, of an officer under any contract of employment. Any individual may
hold any number of offices or titles. The officers shall exercise such powers and perform such
duties as specified in this Agreement and as shall be determined from time to time by the Board of
Managers. In furtherance of the foregoing, and subject to the direction and control of the Board
of Managers described in Section 5.1, the officers of the Company shall have the authority
to manage the day-to-day affairs of the Company.



               (b) Removal, Resignation and Filling of Vacancy of Officers. Subject to the rights,
if any, of an officer under a contract of employment, any officer may be removed, either with or
without cause, by the Board of Managers at any time. Any officer may resign at any time by giving
written notice to the Board of Managers. Any resignation shall take effect at the date of the
receipt of that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any, of the Company under any
contract to which the officer is a party. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner prescribed in this
Agreement for regular appointments to that office. Notwithstanding anything to the contrary set
forth herein, all appointments of officers of the Company shall be subject to applicable Gaming
Laws and Section 11.19(b). If any such Person is found to be unsuitable by a Gaming
Authority, he or she shall be automatically be removed from such position as an officer of the
Company.



               (c) Salaries of Officers. Any salary of any officers or agents of the Company shall
be fixed by a resolution of the Board of Managers.



               (d) Duties and Powers of the Chairperson. If appointed, the Chairperson’s sole power
and duty shall be, if present, to preside at meetings of the Members and the Board of Managers, and
exercise and perform such other powers and duties as may be from time to time assigned to him by
the Board of Managers. Notwithstanding anything to the contrary contained in this Agreement, the
Chairperson shall not be an officer of the Company or have any authority to bind the Company unless
the Board of Managers specifically provides that the Chairperson is an officer of the Company, with
the power to bind the Company.



               (e) Duties and Powers of Secretary. The Secretary shall attend all meetings of the
Board of Managers and all meetings of the Members, and shall record all the proceedings of the
meetings in a book to be kept for that purpose, and shall perform like duties



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for the standing
committees of the Board of Managers when required. The Secretary shall give, or cause to be given,
notice of all meetings of the Members and the Board of Managers and shall perform such other duties
as may be prescribed by the Board of Managers. The Secretary shall have custody of the seal, if
any, and the Secretary shall have authority to affix the same to any instrument requiring it, and
when so affixed, it may be attested by his or her signature. The Board of Managers may, in lieu of
a Secretary, convey general authority to any other officer or agent to affix the seal of the
Company, if any, and to attest the affixing by his or her signature. The Secretary shall keep, or
cause to be kept, at the principal executive office or at the office of the Company, a register, or
a duplicate register, showing the names of all Members and their addresses, the number and class of
their Units, their Percentage Interests and their Capital Account balance. The Secretary shall
also keep all documents described in Section 8.1 and such other documents as may be
required under the Act. The Secretary shall perform such other duties and have such other
authority as may be prescribed elsewhere in this Agreement or from time to time by the Board of
Managers. The Secretary shall have the general duties, powers and responsibilities of a secretary
of a corporation.




          Section 5.11 Limited Liability. Subject to Article X, no person who is a Manager or an
officer of the Company shall be personally liable under any judgment of a court, or in any other
manner, for any debt, obligation, or liability of the Company, whether that liability or obligation
arises in contract, tort, or otherwise, solely by reason of being a Manager or an officer of the
Company.



ARTICLE VI




DISTRIBUTIONS;

ALLOCATIONS OF NET INCOME AND NET LOSS



          Section 6.1 Distributions. The Company may, in the discretion of the Board of Managers, distribute
Distributable Cash (a “Distribution”) at such time or times and in such amounts, as the
Board of Managers may determine, among the Members in accordance with the provisions of this
Section 6.1; provided, however, that nothing in this Section 6.1
shall impair the right of the Board of Managers to establish reasonable cash reserves or not to
distribute cash for any legitimate business reason.



               (a) Distributions of Available Cash Flow. At such times and in such amounts as the
Board of Managers, in its sole discretion, shall determine, distributions of Available Cash Flow
shall be made to the holders of Units (other than Incentive Units) pro rata in accordance with the
Units (other than Incentive Units) held by each such Member.



               (b) Distributions of Capital Proceeds. Upon the occurrence of a Capital Transaction,
distributions of proceeds received by the Company in a Capital Transaction shall be allocated and
distributed in the following order of priority promptly following the consummation of such Capital
Transaction:



                    (i) First, to the holders of Units (other than Incentive Units) pro rata in accordance with
the Units (other than Incentive Units) held by each such Member until the Incentive Unit
Distribution Threshold is reduced to zero.



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                    (ii) Second, to the Units (including, subject to the second proviso of this Section
6.1(b)(ii) with respect to any Incentive Units), pro rata in accordance with each Member’s
then-current Percentage Interest; provided, however that any Subsequent Incentive
Unit shall only be entitled to participate in Distributions pursuant to this Section
6.1(b)(ii) pari passu pro rata in proportion to the Units after each Initial Incentive Unit has
received (or, if there are no Initial Incentive Units then outstanding, would have received had at
least one Initial Incentive Unit remained outstanding) pursuant to this Section 6.1(b)(ii)
(and after the issuance of such Subsequent Incentive Unit) an amount equal to such Incremental
Distribution Threshold; provided, further, that distributions pursuant to this
Section 6.1(b)(ii) to any member in respect of unvested Incentive Units issued pursuant to
any profits interest award agreements shall be retained by the Company and distributed in
accordance with the terms of the applicable profits interest award agreement. Solely for the
purposes of this Section 6.1(b)(ii) and Section 9.3(c) each such Subsequent
Incentive Unit shall not be counted for the purposes of calculating the Percentage Interest, until
the applicable Incremental Distribution Threshold attributable to such Subsequent Incentive Unit is
met.



               (c) For the avoidance of doubt, none of the following shall be a Distribution: (i) any
redemption or repurchase by the Company or any Member of any Units; (ii) any recapitalization or
exchange of securities of the Company; (iii) any Unit splits, Unit combinations, distributions of
Units or other similar events; or (iv) any fees or remuneration paid to any Member in such Member’s
capacity as a consultant or other provider of services to the Company.



               (d) Notwithstanding anything to the contrary in this Agreement, no Member shall be entitled to
receive any distributions in respect of any income or gain arising: (i) in the case of a new
Member, prior to such Member’s admission as a Member; and (ii) in the case of a Member that
receives a new or increased Membership Interest, prior to such issuance or increase to the extent
attributable to such issuance or increase (in each case, as reasonably determined by the Board of
Managers). Distributions in respect of any income or gain arising prior to such admission,
issuance or increase shall be made based upon the Membership Interests of the Members at the time
such income or gain arises, net of any deductions or losses, as reasonably determined by the Board
of Managers. This Section 6.1(d) shall be interpreted and implemented consistently with
the principles set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(g).



          Section 6.2 Tax Distributions.



               (a) To the extent it has legally sufficient funds to do so and the Board of Managers
determines appropriate, the Company may distribute to each Member with respect to each Fiscal Year
of the Company (excluding the Fiscal Year in which the Company is being liquidated) an amount of
cash equal to such Member’s Tax Liability Amount (a “Tax Distribution”). For this purpose,
“Tax Liability Amount” for any given Fiscal Year of the Company means an amount equal to
(x) the Assumed Tax Rate multiplied by (y) the difference between (1) the taxable income (including
separately stated items) and gain allocated to such Member for such Fiscal Year of the Company (as
shown on the applicable Internal Revenue Service Form 1065—Schedule K-1 filed by the Company),
excluding partner-level taxable income adjustments made under Section 743(b) of the Code, and
(2) the cumulative losses that



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have been allocated to such Member to the extent such losses have
not previously reduced taxable income and gain pursuant to this provision, minus (z) such Member’s
pro rata share of any taxes imposed on and paid by the Company to a non-U.S. governmental authority
to the extent the Board of Managers determines appropriate. To the extent deemed feasible and
appropriate by the Board of Managers, Tax Distributions may be made on each Tax Distribution Date
based on estimates of the Company’s income to facilitate the Members’ ability to make quarterly
estimated tax payments with respect to their income from the Company. The computation of the
amounts to be distributed pursuant to this Section 6.2(a) for any year shall be adjusted
(i) prior to each distribution for such year, (ii) upon the filing of the Company’s federal income
tax return for such year, (iii) upon any final determination of the Company’s taxable income for
such year and (iv) at any other time when in the good faith determination of the Board of Managers
that it appears that a prior estimate has been incorrect, in each case so as to take into account
actual determinations and/or revised estimates of the Members’ shares of taxable income for such
year for United States federal income tax purposes. Following any such adjustment, the amounts to
be distributed pursuant to this Section 6.2(a) shall be adjusted appropriately, or
additional distributions shall be made, so as to give effect to such actual determinations and/or
revised estimates. If the aggregate of the installment distributions of such amount to any Member
with respect to a Fiscal Year exceeds the amount finally so determined by the Company for the
Fiscal Year (such excess amount being such Member’s “Excess Tax Distribution”), such Member
shall return to the Company an amount equal to such Excess Tax Distribution upon thirty (30) days’
prior notice from the Board of Managers.




               (b) If the Board of Managers determines to make Tax Distributions and there is insufficient
cash to distribute to each Member an amount equal to each Member’s Tax Liability Amount, the
Company will make Tax Distributions pursuant to this Section 6.2 to the Members with Tax
Liability Amounts pro rata in accordance with such Members’ Tax Liability Amounts.



               (c) Tax Distributions are advances that shall reduce the amount of the contemporaneous or next
succeeding Distribution or Distributions which would have otherwise been made to such Member, or if
such Distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation
otherwise payable to such Member. In the event that the Company is liquidated and a liability is
asserted against the Board of Managers or any Member for Tax Distributions or any taxes, the Board
of Managers or such Member, as applicable, will have the right to be reimbursed from any Member on
whose behalf Tax Distributions were made to the extent such Member has received cumulative
Distributions in excess of what it would have received as if this Section 6.2 were not in
effect.



          Section 6.3 Tax Withholding; Withholding Advances.



               (a) Tax Withholding. The Company shall comply with withholding requirements under
applicable Law and shall remit amounts withheld to and file required forms with the applicable
jurisdictions. If requested by the Board of Managers, each Member shall, if able to do so, deliver
to the Board of Managers at such times as reasonably requested by the Board of Managers: (A) an
affidavit in form reasonably satisfactory to the Board of Managers that the applicable Member (or
its members, as the case may be) is not subject to withholding under the provisions of any federal,
state, local, foreign or other Law; (B) any certificate that the



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Board of Managers may reasonably
request with respect to any such Laws; and/or (C) any other form or instrument reasonably requested
by the Board of Managers relating to any Member’s status under such Law. If a Member fails or is
unable to deliver to the Board of Managers an affidavit described in subclause (A) of this
Section 6.3(a), the Board of Managers may withhold amounts from such Member in accordance
with Section 6.3(b).




               (b) Withholding Advances. To the extent the Company is required by Law to withhold or
to make tax payments on behalf of or with respect to any Member (e.g., backup withholding)
(“Withholding Advances”), the Board of Managers may withhold such amounts and make such tax
payments as so required.



               (c) Repayment of Withholding Advances. All Withholding Advances made on behalf of a
Member, plus interest thereon from the date of the demand for repayment at a rate equal to the
Prime Rate as of the date of such Withholding Advances plus 2% per annum, shall (i) be repaid on
demand by the Member on whose behalf such Withholding Advances were made, or (ii) with the consent
of the Board of Managers, in its sole discretion, be repaid by reducing the amount of the current
or next succeeding Distribution or Distributions which would otherwise have been made to such
Member or, if such Distributions are not sufficient for that purpose, by so reducing the proceeds
of liquidation otherwise payable to such Member. If repayment of a Withholding Advance is made by
a Member pursuant to clause (ii), such Member shall not be required to pay any interest thereon.
Notwithstanding the foregoing, whenever repayment of a Withholding Advance by a Member is made as
described in clause (ii), for all other purposes of this Agreement such Member shall be treated as
having received all Distributions (whether before or upon Dissolution) unreduced by the amount of
such Withholding Advance.



          Section 6.4 Allocations of Net Income and Net Loss; Tax Allocations; Special Allocations.



               (a) Prior to the consummation of an IPO Restructuring or a determination by the Board of
Managers to elect to be other than a partnership for United States federal income tax purposes, the
Members agree to treat the Company as a partnership and the Members as partners for United States
federal income tax purposes and shall file all tax returns accordingly.



               (b) For each Fiscal Year (or portion thereof), except as otherwise provided in this Agreement,
Net Income and Net Loss (and, to the extent necessary, individual items of income, gain, loss,
deduction or credit) of the Company shall be allocated among the Members in a manner such that,
after giving effect to the special allocations set forth in Section 6.4(d), the Capital
Account balance of each Member, immediately after making such allocation, is, as nearly as
possible, equal to (i) the distributions that would be made to such Member pursuant to Section
9.3(c) if the Company were dissolved, its affairs wound up and its assets sold for cash equal
to their Carrying Value, all Company liabilities were satisfied (limited with respect to each
nonrecourse liability to the Carrying Value of the assets securing such liability), and the net
assets of the Company were distributed, in accordance with Section 9.3(c), to the Members
immediately after making such allocation, minus (ii) such Member’s share of Company Minimum Gain
and Member Nonrecourse Debt Minimum Gain, computed



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immediately prior to the hypothetical sale of
assets. The Board of Managers shall be entitled to adjust the allocations of Net Income and Net
Loss (and items thereof) to take into account any of the economic provisions of this Agreement,
including the time and amount of actual Distributions to the Members; provided, that, any such
adjustment shall not affect the amount distributable to a Member pursuant to this Agreement.




               (c) For United States federal, state and local income tax purposes, items of income, gain,
loss, deduction and credit shall be allocated to the Members in accordance with the allocations of
the corresponding items for Capital Account purposes under Section 6.4(b), except that
items with respect to which there is a difference between tax and book basis will be allocated in
accordance with Section 704(c) of the Code, the Treasury Regulations thereunder and Treasury
Regulation § 1.704-1(b)(4)(i).



               (d) The provisions of Section 6.4(b) and the other provisions of this Section
6.4(d) relating to the maintenance of Capital Accounts are intended to comply with Treasury
Regulation § 1.704-1(b)(iv) and shall be interpreted and applied in a manner consistent with such
intent. Accordingly, Section 704 of the Code and the Treasury Regulations issued thereunder,
including, but not limited to, the provisions of such Treasury Regulations addressing qualified
income offset provisions, minimum gain chargeback requirements and allocations of deductions
attributable to nonrecourse debt and partner nonrecourse debt, are hereby incorporated by
reference. The Board of Managers shall be authorized to make appropriate amendments to the
allocations of items pursuant to Section 6.4(b), Section 6.4(d), and Section
3.6 if necessary in order to comply with Section 704 of the Code or applicable Treasury
Regulations thereunder; provided, that no such change shall have an adverse effect upon the
amount distributable to any Member pursuant to this Agreement.




          (i) If any Members are treated for United States federal income tax purposes as
realizing ordinary income because of receiving Units (whether under Section 83 of
the Code or under any similar provision of any law, rule or regulation) and the
Company is entitled to any offsetting deduction (net of any income realized by the
Company as a result of the issuance of such interests), the Company’s net deduction
shall be allocated to and among the Capital Accounts of such Members in such a
manner as to offset, as nearly as possible, the ordinary income realized by such
Members as a result of such treatment.




          (ii) To the extent an adjustment to the adjusted tax basis of any Company asset
pursuant to Section 734(b) or Section 743(b) of the Code is required pursuant to
Treasury Regulation § 1.704-1(b)(2)(iv)(m)(4) to be taken into account in
determining Capital Accounts as a result of a distribution other than in liquidation
of a Member’s interest in the Company, the amount of such adjustment shall be
treated as an item of gain (if the adjustment increases the basis of such asset) or
loss (if the adjustment decreases the basis of such asset) from the disposition of
the asset and shall be taken into account for purposes of computing Net Income and
Net Loss. To the extent an adjustment to the adjusted tax basis of any Company
asset pursuant to Section 734(b) or 743(b) of the Code is required pursuant to
Treasury Regulation § 1.704-1(b)(2)(iv)(m)(2) or (4) to be taken into account in
determining Capital Accounts as a result of a distribution in complete



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liquidation
of a Member’s Units, the amount of such adjustment shall be treated as an item of
gain (if the adjustment increases the basis of such asset) or loss (if the
adjustment decreases the basis of such asset), and such gain or loss shall be
specially allocated to the Members in accordance with their respective Percentage
Interests in the event that Treasury Regulation § 1.704-1(b)(2)(iv)(m)(2) applies or
to the Member to whom such distribution is made in the event that Treasury
Regulation § 1.704-1(b)(2)(iv)(m)(4) applies.



          Section 6.5 Restriction on Distributions.



               (a) No Distribution shall be made if, after giving effect to the Distribution, (i) the Company
would not be able to pay its debts as they become due in the usual course of business; (ii) the
Company’s total assets would be less than the sum of its total liabilities plus the amount that
would be needed, if the Company were to be dissolved at the time of such Distribution, to satisfy
any preferential rights of other Members, if any, upon dissolution that are superior to the rights
of the Member receiving such Distribution; or (iii) such Distribution would result in
non-compliance with, or a violation of, the Act, applicable Gaming Laws or any order of any Gaming
Authority binding upon or to which the Company or its Subsidiaries are subject.



               (b) The Board of Managers may base a determination that a Distribution is not prohibited on
any of the following:



                    (i) Financial statements prepared on the basis of accounting practices and principles that are
reasonable in the circumstances;



                    (ii) A fair market valuation of the Company or its assets; or



                    (iii) Any other method that is reasonable in the circumstances.



               (c) Without the approval of the Board of Managers, no distribution shall be made in any form
other than cash prior to a Dissolution Event.



          Section 6.6 Obligations of Members to Report Allocations. The Members are aware of the United
States federal income tax consequences of the allocations made by this Article VI and
hereby agree to be bound by the provisions of this Article VI in reporting their shares of
Company income and loss for United States federal income tax purposes.



          Section 6.7 Limitation on Allocations and Distributions to Incentive Units.



               (a) It is the intention of the Parties that distributions in respect of Incentive Units be
limited to the extent necessary so that the related Incentive Unit constitutes a Profits Interest.
In addition, and notwithstanding anything to the contrary in this Agreement, the Board of Managers
shall, if necessary, further limit distributions to any Member holding Incentive Units so that such
distributions do not exceed the available profits in respect of such Member’s related Profits
Interest. If a Member’s distributions are reduced pursuant to this Section 6.7, an amount
equal to such reduction shall be distributed to the remaining Members pro rata in
accordance with their Percentage Interests for the related Fiscal Year.



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               (b) If distributions to Members holding Incentive Units in respect of their Incentive Units
are reduced pursuant to Section 6.7(a), other than by reason of the Incentive Unit
Distribution Threshold or the Incremental Distribution Threshold, then the Board of Managers shall
make adjustments to future distributions to the Members as promptly as practicable so that the
Members are distributed, on a cumulative basis, the amount to which they would have been entitled
had such adjustment not been made; provided, that any distributions pursuant to this
Section 6.7(b) shall be further subject to the other provisions of Section 6.7.



ARTICLE VII




TRANSFERS OF UNITS



          Section 7.1 Transfers.



               (a) Permitted Transfers.



                    (i) Prior to a Qualified IPO, no Member may sell, encumber, mortgage, hypothecate, assign,
pledge, transfer or otherwise dispose of, directly or indirectly, all or any portion of its Units
(each, a “Transfer”), except in accordance with the terms and conditions set forth in this
Article VII. No Transfer of Units shall be effective until such time as all requirements
of this Article VII in respect thereof have been satisfied and, if consents, approvals or
waivers are required by the Board of managers, all of the same shall have been confirmed in writing
by the Board of Managers.



                    (ii) Notwithstanding anything to the contrary in Section 7.1(a)(i), no limitation or
restriction on Transfers shall apply to any Transfer by a Member (A) to one or more Permitted
Transferees of such Member, (B) to the Company pursuant to the terms of any profits interest plan
or award agreement pursuant to which Incentive Units are issued, or (C) pursuant to a Public
Offering in accordance with such Member’s registration rights set forth in the Registration Rights
Agreement, including in connection with an Initial Public Offering if the underwriter(s) managing
such Initial Public Offering do not believe such Transfer would adversely affect such Initial
Public Offering (each such Transfer described in this Section 7.1(a)(ii), a “Permitted
Transfer”). The restrictions contained in this Section 7.1(a) will continue to be
applicable to the Units after any Transfer pursuant to clauses (A) or (B) of this Section
7.1(a)(ii).



                    (iii) No Transfer of Units shall be effective without compliance by the parties to such
Transfer with all applicable Gaming Laws and all requirements imposed by any order, ruling or other
determination of any Gaming Authority, including, if applicable, receipt of all Gaming Licenses
required under applicable Gaming Laws.



                    (iv) Notwithstanding anything to the contrary in this Agreement, Transfers of Incentive Units
shall not be permitted except as set forth in the profits interest plan or award agreement pursuant
to which such Incentive Units are issued.



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               (b) Certain Restrictions.



                    (i) Notwithstanding anything to the contrary contained in this Agreement (subject only to
Section 7.1(b)(ii)) and in addition to any other restrictions on Transfer set forth in this
Article VII, no Member may Transfer any Units prior to a Qualified IPO if:




          (A) the Company is a partnership for United States federal income tax
purposes and such proposed Transfer (alone or taken together with all other
Transfers) would result in the Company being treated as anything other than
a partnership for United States federal income tax purposes;




          (B) the Company is a partnership for United States federal income tax
purpose and such proposed Transfer (alone or taken together with all other
Transfers) would cause the Company to be treated as a “publicly traded
partnership” within the meaning of Section 7704 of the Code and the Treasury
Regulations promulgated thereunder;




          (C) the Company is a partnership for United States federal income tax
purpose and such proposed Transfer (alone or taken together with all other
Transfers) would result in a termination of the Company within the meaning
of Section 708(b) of the Code and the Treasury Regulations promulgated
thereunder, unless the Board of Managers determines that such termination is
immaterial; or




          (D) such proposed Transfer would require the filing of a registration
statement under the Securities Act or any other foreign, federal, provincial
or state securities Laws by the Company.



                    (ii) Notwithstanding anything to the contrary contained in this Agreement (including
Section 7.1(b)(i)) and in addition to any other restrictions on Transfer set forth in this
Article VII, no Member may Transfer any Units at any time if:




          (A) such proposed Transfer would result in the Company being regulated
under the Investment Company Act;




          (B) such proposed Transfer would result in a violation of any
applicable Law, including Gaming Laws or applicable securities Laws;




          (C) all necessary Gaming Licenses have not been obtained immediately
prior to the date that the proposed Transfer is to be made; or




          (D) such proposed Transfer is to be made to any Person who lacks the
legal right, power or capacity to own such interest.



               (c) Transfers Requiring the Approval of the Board of Managers. Notwithstanding
anything to the contrary contained in this Agreement, and in addition to any



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other restrictions on
Transfer set forth in this Article VII, prior to the occurrence of a Qualified IPO, each
Transfer of Units by one or more Members in a single Transfer or series of related Transfers shall
require the approval of a majority of the Managers then in office (such approval not to be
unreasonably withheld), if (i) such Transfer or series of related Transfers would result in the
transferee(s) holding ten percent (10%) or more of the then outstanding Units (excluding any
Incentive Units) held by all Members (other than a Transfer or series of related Transfers of Units
to a Person that is a Principal Member on the date hereof or a group of Persons that are Principal
Members on the date hereof), or (ii) the transferee(s) is not an institutional investor (including,
an investment bank, a hedge fund, private equity fund or other investment fund or other entity
whose primary purpose is to provide investment management or advisory services on behalf of its
clients) or is a Person that operates in the gaming industry or holds a controlling stake in
another Person that operates in the gaming industry.




          Section 7.2 Notice of Intent to Transfer Units. Prior to the earlier of a Qualified IPO and a
Change of Control Transaction, if any Member (the “Transferring Member”) desires to
Transfer all or any portion of its Units (other than pursuant to a Permitted Transfer) to any
Person (other than a Permitted Transferee) (such Units, the “Offered Units”), the
Transferring Member shall deliver a written notice to the Secretary of the Company with a copy to
the Company’s legal counsel in accordance with the provisions of Section 11.12 (the
“Transfer Notice”) no less than three (3) Business Days and no more than ten (10) Business
Days prior to entering into a trade to Transfer the Offered Units to such Person. The Transferring
Member shall not Transfer, or enter into a trade to Transfer, the Offered Units for a period of
three (3) Business Days immediately following the receipt of the Transfer Notice by the Company
(the “Notice Period”). From and after the Notice Period, the Transferring Member may enter
into a trade to Transfer the Offered units; provided, that if no trade is entered into with
respect to such Transfer within ten (10) Business Days following the expiration of the Notice
Period, then the Transferring Member shall be required to deliver a new Transfer Notice to the
Company within the time period specified in this Section 7.2 and in accordance with the
other provisions of this Section 7.2 in order to enter into such trade to Transfer the
Offered Units and the Notice Period shall restart.



          Section 7.3 Rights of Assignees. Until such time, if any, as a transferee of Units pursuant to
any Transfer permitted by this Article VII is admitted to the Company as a substitute
Member pursuant to Section 7.4, such transferee will be deemed to be an Assignee only.



          Section 7.4 Substitution of Members. An Assignee shall have the right to become a substitute
Member only if (i) the requirements of Section 7.1 and, if applicable, Section 7.2
have been met, (ii) such Assignee executes an Addendum Agreement and a Registration Rights Addendum
Agreement, (iii) such Assignee pays any reasonable expenses as determined by the Board of Managers
in connection with its admission as a new Member, and (iv) such Assignee has been found suitable to
hold Units of the Company by all applicable Gaming Authorities in circumstances where such approval
is required and has obtained all necessary Gaming Licenses.



          Section 7.5 Effective Date of Permitted Transfers. Any Transfers permitted by this Article
VII shall be effective upon the consummation of a transaction in compliance with



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Section 7.1 and, if applicable, Section 7.2. The Board of Managers shall provide the Members
with written notice of such Transfer as promptly as possible after the consummation thereof. Any
transferee of Units shall be subject to the restrictions on Transfer imposed by this Agreement.




          Section 7.6 Rights of Legal Representatives. If a Member who is an individual dies or is adjudged
by a court of competent jurisdiction to be incompetent to manage the Member’s person or property,
the Member’s executor, administrator, guardian, conservator, or other legal representative may
exercise all of the Member’s rights for the purpose of settling the Member’s estate or
administering the Member’s property, including any power the Member has under this Agreement to
give an assignee the right to become a Member. If a Member is a corporation, trust, or other
entity and is dissolved or terminated, the powers of that Member may be exercised by its legal
representative or successor.



          Section 7.7 No Effect of Transfers in Violation of Agreement. No Transfer of any Units in
violation of any provision of this Agreement will be effective to pass any title to, or create any
interest in favor of, any Person, but the Member which attempted to so effect such Transfer will be
deemed to have committed a material breach of its obligations to the other Members and to the
Company hereunder, and the Membership Interest held by such Member shall be treated in accordance
with Section 4.3. For the avoidance of doubt and notwithstanding anything to the contrary
set forth herein, no Transfer of Units shall be effective unless the transferee has been found
suitable to hold Units of the Company by all applicable Gaming Authorities in circumstances where
such approval is required and has obtained all necessary Gaming Licenses.



          Section 7.8 Amendment to Schedule I. The Company shall amend Schedule I, as appropriate,
to reflect a Transfer of any Units pursuant to this Article VII.



          Section 7.9 Right to Force a Qualified IPO; IPO Restructuring.



               (a) If, after the second (2nd) anniversary of the date of this Agreement, the
Company has not completed a Qualified IPO, the Principal Members that hold fifty percent (50%) or
more of the then total outstanding Units (excluding any Incentive Units) held by all Principal
Members shall have the right to cause the Company to commence a Qualified IPO without the approval
or consent of the other Members or the Board of Managers.



               (b) In connection with any proposed Initial Public Offering approved by the Board of Managers
or a Qualified IPO commenced by the Principal Members pursuant to Section 7.9(a), the Board
of Managers, at its election, may without the consent of any Member: (i) amend this Agreement to
provide for a conversion or a restructuring of the Company in accordance with the Laws of the State
of Delaware to a corporation or such other capital structure as the Board of Managers may
determine; (ii) distribute shares of common stock or other equivalent equity securities of the
resulting entity to the Members (provided, however, that Incentive Units may be
converted into common stock or similar securities representing an interest in the IPO Corporation
that provides the Members holding Incentive Units with an equity interest in the IPO Corporation
that is economically equivalent to the interests the Members holding Incentive Units would have
received with respect to those Incentive Units if the



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Company was dissolved, its affairs wound up
and distributions were made to Members in accordance with Section 9.3 (valuing such stock
at Fair Market Value) after all Company liabilities were satisfied); (iii) form a Subsidiary
holding company and distribute its shares of common stock or other equivalent equity securities of
such entity to the Members (including Members holding Incentive Units); (iv) move the Company or
any successor to another jurisdiction to facilitate any of the foregoing; (v) wind up, dissolve or
liquidate the Company pursuant to this Agreement, (vi) cause the resulting entity to enter into a
stockholders, operating or similar agreement with the Members containing such rights and
obligations as are provided in this Agreement with respect to the Units, including with respect to
the board of directors or other similar governing body of such entity or (vii) take such other
steps as it deems necessary or appropriate to create a suitable vehicle for an offering or sale, in
each such case in accordance with the Act and applicable Law (the Company, in its capacity as the
entity which undertakes the Initial Public Offering or such other resulting entity, as determined
by the Board of Managers, the “IPO Corporation”), and in each case for the express purpose
of consummating an Initial Public Offering (an “IPO Restructuring”). Notwithstanding the
foregoing, the Board of Managers shall not approve the IPO Restructuring unless it shall have
determined in good faith that a Public Offering can reasonably be expected to be consummated within
sixty (60) days of the IPO Restructuring and the IPO Restructuring shall only occur on the day
prior to the closing of the Public Offering.




               (c) If the Board of Managers elects to exercise its rights under Section 7.9(b), the
Members shall take such actions as may be reasonably required and otherwise cooperate in good faith
with the Board of Managers, including taking all actions required by the Board of Managers in
connection with consummating the IPO Restructuring (including the voting of any Units (including
any voting as Members as may be necessary to effect a Transfer by continuation or to authorize a
share capital, whether by liquidation of the Company and creation of a new entity, amendment to
this Agreement or otherwise) to approve such IPO Restructuring, entering into a stockholders,
operating or similar agreement with the IPO Corporation containing such rights and obligations as
are provided in this Agreement with respect to the Units, including with respect to the board of
directors or other similar governing body of the IPO Corporation and to take any other actions
required in order to effectuate an IPO Conversion). Without limiting the generality of the
foregoing, the Board of Managers and the Members shall use reasonable efforts to cooperate to
ensure that any IPO Restructuring is undertaken in a tax efficient manner for all Members and their
respective direct or indirect members, partners, shareholders, or other equity holders.



               (d) Notwithstanding anything to the contrary contained in this Agreement, (i) the shares,
membership interests or other ownership interests of the IPO Corporation shall be divided into
classes and series and shall be allocated to and among the Members (including Members holding
Incentive Units in respect of their Incentive Units) in such manner as shall result in each Member
having substantially the same relative economic, governance and other rights, privileges,
preferences, priorities and obligations in respect of the IPO Corporation as such Member had in
respect of the Company immediately prior to the IPO Restructuring (including the right to sell
securities of the IPO Corporation held by such Member upon the expiration of the applicable lock-up
period (which in any case shall be applicable to all Members equally and subject to the provisions
of the Registration Rights Agreement)), (ii) the Board of Managers shall establish the terms of the
organizational documents of any IPO



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Corporation and any stockholders, operating or similar
agreement by and among the IPO Corporation and the Members in a manner consistent with the terms of
this Section 7.9, and (iii) the Members shall bear the costs and expenses associated with
an IPO Conversion in the same relative proportions that they bear the costs and expenses of the
Company under this Agreement as in effect prior to any action taken by the Board of Managers under
this Section 7.9.




ARTICLE VIII




BOOKS & RECORDS;

FINANCIAL & OTHER INFORMATION;

OTHER MATTERS



          Section 8.1 Books and Records. The books and records of the Company shall be kept, and the
financial position and the results of its operations recorded, in accordance with GAAP applied on a
consistent basis. The books and records of the Company shall reflect all of the transactions of
the Company and its Subsidiaries and shall be appropriate and adequate for the operation of the
business of the Company and its Subsidiaries. In addition to any records required by the Act or
applicable Gaming Laws, the Company shall maintain or cause to be maintained at its principal
executive office (and such other locations as may be required by the Act or applicable Gaming Laws)
each of the following:



               (a) A current list of the full name and last known business or residence address of each
Member and Assignee set forth in alphabetical order, together with the Capital Contributions,
Capital Account, number and class of Units and Percentage Interest of each Member and Assignee;



               (b) A current list of the full name and business or residence address of each Manager;



               (c) A copy of the Certificate of Formation and any and all amendments thereto together with
executed copies of any powers of attorney pursuant to which the Certificate of Formation or any
amendments thereto have been executed;



               (d) Copies of the Company’s and its Subsidiaries’ federal, state and local income tax or
information returns and reports;



               (e) A copy of this Agreement and any and all amendments thereto together with executed copies
of any powers of attorney pursuant to which this Agreement or any amendments thereto have been
executed;



               (f) Copies of the financial statements of the Company and its Subsidiaries, if any; and



               (g) The Company’s books and records as they relate to the internal affairs of the Company and
its Subsidiaries.



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          Section 8.2 Delivery to Members and Inspection.



               (a) The Company shall promptly furnish to each Member a copy of any amendment to the
Certificate of Formation or this Agreement, which obligation shall be deemed to have been satisfied
if the Company files such amendment with the United States Securities and Exchange Commission.



               (b) Each Member has the right upon reasonable request for purposes reasonably related to the
interest of that Person as a Member, to obtain from the Company, promptly after their becoming
available, a copy of the Company’s and its Subsidiaries’ United States federal, state, and local,
and, if applicable, foreign income tax or information returns for each Fiscal Year;
provided, that the right to obtain the information referred to in this Section 8.2 shall
not extend to any Member who or that was an employee, consultant or other service provider to the
Company or its Subsidiaries who or that is no longer employed or retained by the Company or its
Subsidiaries in any capacity for the provision of such services; provided, further,
however, that the foregoing proviso shall not apply to the information referred to in this
Section 8.2(b) that any such Person needs for purposes of preparing and filing its tax
returns.



               (c) Upon the request of any Member for purposes reasonably related to the interest of that
Person as a Member, the Company shall promptly deliver to the requesting Member, at the expense of
the Company, a copy of the information required to be maintained under Section
8.1(a)-8.1(f).



               (d) The Company and its Subsidiaries shall afford each Major Member the right, upon reasonable
request for purposes reasonably related to the interest of that Person as a Member, to inspect
during regular business hours any of the books and records of the Company and its Subsidiaries
described in Section 8.1 or access, during regular business hours, upon reasonable advance
notice, the facilities, properties and personnel of the Company and its Subsidiaries, including the
opportunity to discuss the affairs of the Company and its Subsidiaries with management, in each
case, in a manner that will not unreasonably interfere with the business of the Company and its
Subsidiaries; provided, that (i) such information and access right shall not extend to any
Major Member who or that was an employee, consultant or other service provider to the Company or
the Company Subsidiaries who or that is no longer employed or retained by the Company or the
Company Subsidiaries in any capacity for the provision of such services if the Board of Managers
determines that the exercise of such right will result, is likely to result or may potentially
result in any consequence that is adverse or disadvantageous to the Company or its Subsidiaries;
(ii) such information and access right shall not be available to any Major Member, if based on the
advice of the Company’s counsel, such information and access right, would (A) reasonably be
expected to create liability under applicable Law or waive any material legal privilege
(provided, that in such latter event the Company shall use commercially reasonable efforts
to cooperate to permit disclosure of such information in a manner consistent with the preservation
of such legal privilege); (B) result in the disclosure of any trade secrets of third parties; or
(C) violate any obligation of the Company with respect to confidentiality so long as, with respect
to confidentiality, to the extent specifically requested by such Major Member, the Company has made
commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third
party to whom it owes an obligation of confidentiality; and (iii) to the extent that the Asset
Manager has the right to access the Hotel, the



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executive officers of the Management Company and the
books and records and any other information or data pertaining to the Hotel pursuant to the
Management Agreement, the Major Members shall not have the right to such information and access and
the Company and its Subsidiaries shall not have any obligation to afford the Major Members such
information and access; provided, however, that, solely with respect to this clause
(iii), the Company shall cause the Asset Manager to share with the Major Members any and all
information and documents obtained by the Asset Manager pursuant to its exercise of such access
right pursuant to the Management Agreement.




               (e) Any request, inspection or copying by a Member under this Section 8.2 may be made
by that Person or that Person’s agent or attorney.



          Section 8.3 Financial and Other Information.



               (a) The Company shall provide to the Members: (i) audited annual consolidated financial
statements (including a balance sheet, statement of operations and statement of cash flows) of the
Company and its Subsidiaries within ninety (90) days after the end of the Company’s Fiscal Year;
and (ii) unaudited quarterly and year-to-date consolidated financial statements (including a
balance sheet, statement of operations and statement of cash flows) of the Company and its
Subsidiaries within forty-five (45) days after the end of each fiscal quarter of the Company;
provided, however, that the obligations of the Company under this Section
8.3(a) shall be deemed to have been satisfied by the filing of a quarterly report on Form 10-Q
or an annual report on Form 10-K for the applicable period made by the Company with the United
States Securities and Exchange Commission; provided, further, that such periods
shall be reasonably extended to the extent it is not reasonably practicable to provide the
materials specified in this Section 8.3(a) as and when required by this Section
8.3(a).



               (b) In addition to the financial statements to be provided to the Members described in
Section 8.3(a), the Company shall provide to each Member that holds two percent (2%) or
more of the then total outstanding Units (excluding any Incentive Units) held by all Members: (i)
monthly reports of the operations of the Company and its Subsidiaries within fifteen (15) days
after the end of each month; and (ii) the Annual Budget within five (5) Business Days after such
Annual Budget has been approved by the Board of Managers or any dispute with respect to such Annual
Budget is finally resolved pursuant to the Management Agreement; provided, that such
periods shall be reasonably extended to the extent it is not reasonably practicable to provide the
materials specified in this Section 8.3(b) as and when required by this Section
8.3(b).



               (c) The Company shall cause to be prepared at least annually, at Company expense, information
necessary for the preparation of the Members’ United States federal, state and local tax or
information returns, and, if applicable, foreign tax or information returns. The Company shall
send or cause to be sent to each Member within ninety (90) days after the end of each taxable year
such information as is necessary to complete such Member’s United States federal, state and local
tax or information returns, and, if applicable, foreign tax or information returns and a copy of
the Company’s and its Subsidiaries’ United States federal, state and local tax or information
returns, and, if applicable, foreign tax or information returns for that year.



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          Section 8.4 Filings. The Board of Managers, at the Company’s expense, shall (a) cause all tax and
information returns for the Company and its Subsidiaries to be prepared and timely filed with the
appropriate authorities; and (b) cause to be prepared and timely filed, with appropriate federal
and state regulatory and administrative bodies, (i) any amendments to, or restatements of, the
Certificate of Formation and all reports required to be filed by the Company and its Subsidiaries
with those entities under the Act or other then current applicable Law; and (ii) any Exchange Act
Reports, so long as the Company remains subject to the reporting requirements of the Exchange Act,
and each Manager shall be furnished with a copy of each filing or Exchange Report filed pursuant to
this Section 8.4(b). If a Manager that is required by the Act to execute or file any
document fails, after demand, to do so within a reasonable period of time or refuses to do so, any
other Manager or Member may prepare, execute and file that document with the Secretary of State of
the State of Delaware.



          Section 8.5 Bank Accounts. The Company shall maintain the funds of the Company in one or more
separate bank accounts in the name of the Company, and shall not permit the funds of the Company to
be commingled in any fashion with the funds of any other Person.



          Section 8.6 Accounting Decisions and Reliance on Others. All decisions as to accounting matters,
except as otherwise specifically set forth herein, shall be made by the Board of Managers. The
Board of Managers may rely upon the advice of the Company’s independent accountants as to whether
such decisions are in accordance with GAAP.



          Section 8.7 Tax Matters for the Company Handled by Board of Managers; Tax Matters Member.



               (a) The Board of Managers shall from time to time cause the Company to make such tax elections
as they deem to be in the best interests of the Company. Unless otherwise required under the Code
or applicable Treasury Regulations, the Board of Managers or their designated agent shall represent
the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs
by tax authorities, including resulting judicial and administrative proceedings, and shall expend
the Company funds for professional services and costs associated therewith. Each Member agrees to
cooperate with the Board of Managers, and, at the Company’s expense, to do or refrain from doing
any or all things reasonably requested by the Board of Managers in conjunction with any examination
of the Company’s affairs by tax authorities. The Board of Managers shall oversee the Company’s tax
affairs in the overall best interests of the Company.



               (b) North LV HoldCo, LLC is hereby designated as the “tax matters partner” (the “Tax
Matters Member”) of the Company as provided in Section 6231(a)(7) of the Code and the Treasury
Regulations promulgated thereunder (and any similar provisions under any state or local tax Laws)
and shall be so designated in each information return filed on behalf of the Company. The Tax
Matters Member shall use its reasonable efforts to comply with the responsibilities outlined in
Sections 6221 through 6233 of the Code (including the Treasury Regulations promulgated thereunder)
and shall have any powers necessary to perform fully in such capacity. Any Member who enters into
a settlement agreement with respect to any Company item shall notify the Tax Matters Member of such
settlement agreement and its terms



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within thirty (30) days after the date of settlement. In
addition, if the Tax Matters Member reasonably determines that it is necessary for the Company to
comply with new or existing tax Laws, the Members shall use their reasonable efforts to provide the
partnership with all information reasonably necessary for compliance with such tax Laws. The Tax
Matters Member shall not be liable to the Company or any Member to the extent provided in
Article X and shall be treated as an agent of the Company for purposes of Article
X. This provision shall survive any termination of this Agreement.




               (c) North LV HoldCo, LLC is hereby designated as the “notice partner,” as that term is defined
in Section 6231(a)(8) of the Code, for so long as it is a Member, and it shall have all the rights
granted to a notice partner under the Code and applicable Treasury Regulations.



          Section 8.8 Confidentiality Obligations.



               (a) Each Member agrees that from and after the date hereof until the date that is two (2)
years from the date on which such Member ceases to hold any Units, all Confidential Information
shall be kept confidential by such Member and its Representatives and shall not be disclosed, in
whole or in part, by such Member or its Representatives in any manner whatsoever to any third
party; provided, that (i) any of such Confidential Information may be disclosed (A) by a
Member to its Representatives who need to be provided with such Confidential Information to assist
such Member in evaluating or reviewing its investment in the Company; and (B) by a Member to its
Representatives that are current or prospective partners or members of such Member or are former
partners or members who retained an economic interest in such Member to the extent such disclosure
is limited to customary disclosures made in the ordinary course of business by an investment fund
to its current, prospective or former investors or equity holders in respect of investments made
thereby, including in connection with the disposition thereof, each of which Representatives shall
be deemed to be bound by the provisions of this Section 8.8 (provided, that with
respect to Representatives who are partners or members of any Member, such Representatives shall
instead be deemed to be bound by any confidentiality agreement or obligation with such Member
having restrictions substantially similar to this Section 8.8) and such Member shall be
responsible for any breach of this provision by any such Representative; (ii) any disclosure of
Confidential Information may be made by a Member or its Representatives to the extent a majority of
the Managers then in office consents in writing; (iii) a Member may disclose Confidential
Information to a potential third party purchaser of all or any portion of such Member’s Units in
connection with a potential sale of such Units; provided, that such Member shall cause such
potential third party purchaser to enter into a confidentiality agreement approved by the Company
(such approval not to be unreasonably withheld and in any event, shall be given by the Company to
such Member at least two (2) Business Days after the Company’s approval is sought by such Member;
provided, that if the Company has not explicitly approved or rejected such confidentiality
agreement upon the expiration of such period, the Company shall be deemed to have approved such
confidentiality agreement) and as to which the Company is an express third party beneficiary; and
(iv) Confidential Information may be disclosed by any Member or its Representative to the extent
that such Member or its Representative has received advice from its counsel that it is legally
compelled to do so or is required to do so to comply with applicable Law or legal process or
Governmental Authority request; provided, that prior to making such disclosure, such Member
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case may be, shall, to the extent permitted by applicable Law and unless
such disclosure is pursuant to a Governmental Authority request, use commercially reasonable
efforts to preserve the confidentiality of the Confidential Information, including consulting with
the Board of Managers and assisting the Company, at the Company’s expense, in seeking a protective
order to prevent the requested disclosure; provided, however, that in no event
shall a Member or its Representatives be required to directly initiate or participate in any legal
proceedings in connection with such efforts; provided, further, that such Member of
Representative, as the case may be, discloses only that portion of the Confidential Information as
is, based on the advice of its counsel, legally required.




               (b) Notwithstanding anything to the contrary herein, the confidentiality obligations of the
Members under this Section 8.8 shall not apply to the disclosure of the fact that the
disclosing Member has an indirect investment in Aliante Gaming or the Hotel (or their respective
successors) in name only (it being understood that this disclosure shall not include the investment
amount, valuation information or any other information related thereto); provided, that and
for the avoidance of doubt, such information may otherwise be disclosed by the Members to their
respective Representatives in accordance with clause (i) of Section 8.8(a).



               (c) The Company and its Subsidiaries shall not, and the Board of Managers shall cause the
Company and its Subsidiaries not to, make a public announcement disclosing the name of any Member
without the consent of such Member (not to be unreasonably withheld, conditioned or delayed);
provided, that any such disclosure may be made without such consent to the extent required
by applicable Law or legal process or Governmental Authority request.



          Section 8.9 Annual Budget. Pursuant to the Management Agreement, the Management Company will
prepare and present to the Board of Managers for its approval, an Annual Budget for each Fiscal
Year following the Fiscal Year ending December 31, 2011. If, after reviewing such Annual Budget, a
majority of the Managers then in office approve such Annual Budget, the Company and its
Subsidiaries shall be deemed to have adopted such Annual Budget. If such Annual Budget does not
receive the approval of a majority of the Managers then in office following its review by the Board
of Managers, any dispute between the Board of Managers and the Company and its Subsidiaries, on the
one hand, and the Management Company, on the other hand, shall be resolved pursuant to the terms of
the Management Agreement.



          Section 8.10 Termination of Management Agreement. In connection with the provision of management
services by the Management Company to Aliante Gaming, a wholly-owned Subsidiary of the Company,
pursuant to the Management Agreement with respect to the Hotel, any Principal Member or any of its
officers, directors, managers, direct or indirect shareholders, direct or indirect partners, direct
or indirect members, direct or indirect equity holders, direct or indirect parents, agents,
employees, representatives or any of its Affiliates, any Manager or any Affiliate of the foregoing
Persons (collectively, the “Owner Persons”) may at any time, in its sole, exclusive and
nonreviewable discretion, give notice to the Company that the commencement or continuation of the
Management Agreement could adversely affect one or more of the actual or potential licenses,
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the like of one or more of the Owner
Persons (an “Owner License”), whether such Owner License is, or may be, issued by the State
of Nevada or any other Governmental Authority. Upon the Company’s receipt of any such notice from
an Owner Person, the Company shall immediately cause Aliante Gaming to give notice to the
Management Company terminating the Management Agreement pursuant to the terms set forth therein.




ARTICLE IX




DISSOLUTION AND WINDING UP



          Section 9.1 Dissolution. The Company shall be dissolved, its assets shall be disposed of, and its
affairs wound up on the first to occur of the following (each, a “Dissolution Event”):



               (a) The entry of a decree of judicial dissolution under Section 18-802 of the Act;



               (b) A determination by the Board of Managers to dissolve the Company; or



               (c) The sale, transfer or other disposition of substantially all of the assets of the Company
in accordance with this Agreement.


Each Member hereby irrevocably waives any and all rights it may have to obtain a dissolution of the
Company in any way other than as specified above. The Board of Managers shall, within thirty (30)
days, notify the other Members of the occurrence of a Dissolution Event.




          Section 9.2 Winding Up. Upon the occurrence of any event specified in Section 9.1, the
Company shall continue solely for the purpose of winding up its affairs in an orderly manner,
liquidating its assets, and satisfying the claims of its creditors. The Board of Managers shall be
responsible for overseeing the winding up and liquidation of the Company, shall take full account
of the assets and liabilities of Company, shall either cause its assets to be sold or distributed,
and if sold as promptly as is consistent with avoiding a loss and obtaining the fair market value
thereof, shall cause the proceeds therefrom, to the extent sufficient therefor, to be applied and
distributed as provided in Section 9.3. The Persons winding up the affairs of the Company
shall give written notice of the commencement of winding up by mail to all known creditors and
claimants whose addresses appear on the records of the Company to the extent such Persons are
required to do so.



          Section 9.3 Order of Payment Upon Dissolution. Upon the occurrence of a Dissolution Event, the
Board of Managers shall designate one or more Persons to act as a liquidating agent (the
“Liquidator”). The Liquidator 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 as a Company expense. Until the final winding up of the Company, the Liquidator
shall continue to operate the Company’s properties with all of the power and authority of the Board
of Managers, subject to the power of the Board of Managers to remove and replace such Liquidator.
The steps to be accomplished by the Liquidator are as follows:



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               (a) As promptly as possible after a Dissolution Event and again after final winding up of the
Company, the Liquidator shall cause a proper accounting to be made, and where practicable by a
recognized firm of certified public accountants, of the Company’s assets, liabilities and
operations through the last day of the calendar month in which the Dissolution Event occurs or the
final liquidation is completed, as applicable.



               (b) The Liquidator shall cause the Company’s property to be liquidated as promptly as is
consistent with avoiding a loss and obtaining the fair market value thereof.



               (c) The Liquidator shall distribute the proceeds of such liquidation and any other assets of
the Company (subject to any requirement under the Act) in the following order of priority:



                    (i) first, to payment of all of the Indebtedness and other liabilities and obligations
of the Company (including all expenses incurred in liquidation);



                    (ii) second, to the establishment of adequate reserves for the payment and discharge
of all Indebtedness and other liabilities and obligations of the Company to the extent not then
due, including contingent, conditional or unmatured liabilities, in such amount and for such term
as the Liquidator may reasonably determine;



                    (iii) third, any remaining proceeds of liquidation, and any assets that are to be
distributed in kind, shall be distributed to the Members in accordance with Section 6.1,
subject to the limitations of Article VI, as promptly as practicable.



               (d) The Liquidator shall use all reasonable efforts to reduce the assets of the Company to
cash and to distribute cash upon liquidation to the Members. Subject to the foregoing, if any
assets of the Company are not reduced to cash, then the Members (i) shall value the non-cash assets
of the Company at Fair Market Value, (ii) shall allocate any unrealized gain or loss to the
Members’ Capital Accounts as though the non-cash assets had been sold on the date of distribution
and (iii) shall, after giving effect to any such adjustment, treat the distribution of such
non-cash assets as equivalent to a distribution of cash in the amount of the Fair Market Value of
such assets (net of any liabilities secured by such assets that any Member assumes or takes subject
to). No Member shall have any right to any specific assets of the Company except as otherwise
herein specifically provided. In making distributions of non-cash assets under this Section
9.3(d), such assets may be distributed unequally among the Members only to the extent necessary
to avoid any Member receiving an asset that it is prohibited from holding or that could result in
adverse tax consequences to such Member; provided, that such unequal distribution shall not
affect the aggregate amount of distributions to any Member.



               (e) Each of the Members shall be furnished with a statement prepared by, or under the
supervision of, the Liquidator, which shall set forth the assets and liabilities of the Company as
of the date of complete liquidation and each Member’s portion of distributions pursuant to this
Section 9.3.



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          Section 9.4 Limitations on Payments Made in Dissolution. Except as otherwise specifically
provided in this Agreement, each Member shall only be entitled to look solely to the assets of the
Company for the payment of his, her or its Unrecovered Capital and shall have no recourse for any
such or other amounts against any Manager or any other Member.



          Section 9.5 Termination. The Company shall cause to be filed in the office of, and on a form
prescribed by, the Secretary of State of the State of Delaware, a Certificate of Cancellation of
the Certificate of Formation, upon the completion of the winding up of the affairs of the Company.
The Company shall terminate when all property owned by the Company shall have been disposed of and
the assets shall have been distributed as provided in Section 9.3 and a Certificate of
Cancellation of the Certificate of Formation have been filed with the Secretary of State of the
State of Nevada.



          Section 9.6 No Action for Dissolution. Except as expressly permitted in this Agreement, no Member
shall take any voluntary action that directly causes a Dissolution Event. The Members acknowledge
that irreparable damage would be done to the goodwill and reputation of the Company if any Member
should bring an action in court to dissolve the Company under circumstances where dissolution is
not required by Section 9.1.



ARTICLE X




INDEMNIFICATION AND INSURANCE



          Section 10.1 Indemnification. To the fullest extent permitted by applicable Law in effect on the
date hereof and to such greater extent as applicable Law may hereafter from time to time permit,
the Company shall defend, indemnify and hold harmless any present or former Member or Manager (and
any officers, directors, managers, shareholders, partners, members, equity holders, parents,
agents, employees, representatives and Affiliates of any Member or Manager) (each, a “Covered
Person”) from and against any and all losses, claims, fines, penalties, damages or liabilities,
including reasonable legal fees or other expenses incurred in investigating or defending against
such losses, claims, fines, penalties, damages or liabilities, and any amounts expended in
settlement of any claims (collectively, “Liabilities”) incurred or suffered by such Person
by reason of: (a) any act or omission or alleged act or omission performed or omitted to be
performed on behalf of the Company or its Subsidiaries or any Member or otherwise in connection
with the business of the Company or its Subsidiaries; (b) the fact that he or she is or was a
Covered Person, or that such Covered Person is or was serving at the request of the Company as a
manager, director, officer, member, partner, parent, representative, employee or other agent of any
other Person; or (c) any other act or omission or alleged act or omission arising out of or in
connection with the Company or its Subsidiaries or the business of the Company or its Subsidiaries,
to the extent not reimbursed by insurance or other coverage, in each case, if: (i) such Covered
Person acted or omitted to act in good faith and in the belief that such act or omission was in, or
was not opposed to, the best interests of the Company and, with respect to any criminal proceeding,
had no reason to believe his or her conduct was unlawful, and (ii) such Covered Person’s conduct
did not constitute fraud, gross negligence or willful misconduct. In the event of any Change of
Control Transaction, the Company or Member(s) effecting such transaction shall ensure that the
successor to the Company shall assume the Company’s indemnification obligations with respect to
this Section 10.1.



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          Section 10.2 Reimbursements; Advancements. To the fullest extent permitted by applicable Law in
effect on the date hereof and to such greater extent as applicable Law may hereafter from time to
time permit the Company (a) shall promptly reimburse (and/or advance to the extent reasonably
required) each Covered Person for reasonable legal or other expenses (as incurred) of such Covered
Person in connection with investigating, preparing to defend or defending any threatened, pending
or completed lawsuit, action, investigation, suit or proceeding to which such Covered Person is a
party to or is threatened to be made a party to, relating to any Liabilities for which such Covered
Person may be indemnified pursuant to Section 10.1; and (b) reimburse the Tax Matters
Member for all reasonable costs and expenses incurred by it in performing in its capacity as the
Tax Matters Member or in connection with any administrative or judicial proceeding affecting tax
matters of the Company and the Members in their capacity as such; provided, in each case,
that such reimbursement and/or advancement shall only be provided to such Covered Person upon
receipt by the Company of an undertaking by or on behalf of such Covered Person that if it is
finally judicially determined that such person is not entitled to the indemnification provided by
Section 10.1, then such Covered Person shall promptly reimburse the Company for any
reimbursed or advanced expenses.



          Section 10.3 Insurance. The Company shall have the power to purchase and maintain insurance on
behalf of any Covered Person against any Liability asserted against such Covered Person and
incurred by such Covered Person in any such capacity, or arising out of such Person’s status as a
Covered Person, whether or not the Company would have the power to indemnify such Covered Person
against such liability under the provisions of Section 10.1 or under applicable Law.



ARTICLE XI




MISCELLANEOUS



          Section 11.1 Entire Agreement. This Agreement, the Registration Rights Agreement and the
Certificate of Formation constitute the entire agreement of the Parties with respect to the subject
matter hereof and supersede any prior understandings, agreements or representations by or between
the Parties, written or oral, with respect to such subject matter.



          Section 11.2 Binding Effect. Subject to the provisions of this Agreement relating to
transferability, this Agreement will be binding upon, shall inure to the benefit of and shall be
enforceable by the respective successors and assigns of the Parties. No Member may assign any of
such Member’s rights hereunder to any Person other than in connection with a Transfer of Units that
is made in compliance with this Agreement to a transferee that has complied in all respects with
the requirements of this Agreement (including Section 4.2 and Article VII). Each
transferee of Units shall hold such Transferred Units subject to all of the terms of this Agreement
and such transferee shall be deemed to be bound by and shall comply with all of the terms and
provisions of this Agreement to the same extent and as applicable to the transferor.



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          Section 11.3 Parties in Interest. Except as expressly provided in the Act and except as provided
in Article X, nothing in this Agreement shall confer any rights or remedies under or by
reason of this Agreement on any Persons other than the Parties and their respective successors and
assigns, nor shall anything in this Agreement relieve or discharge the obligation or liability of
any third party to any Party, nor shall any provision give any third party any right of subrogation
or action over or against any Party.



          Section 11.4 Headings. The headings used in this Agreement have been inserted for convenience of
reference only and do not define or limit the provisions hereof.



          Section 11.5 Representation by Counsel. Each of the Parties has been represented by and has had an
opportunity to consult legal counsel in connection with the negotiation and execution of this
Agreement. No provision of this Agreement shall be construed against or interpreted to the
disadvantage of any Party by any court or arbitrator or any Governmental Authority by reason of
such Party having drafted or being deemed to have drafted such provision.



          Section 11.6 Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, without giving effect to any choice of law or conflict of law
provision or rule that would cause the application of the laws of any jurisdiction other than the
State of Delaware.



          Section 11.7 Consent to Jurisdiction; Service of Process. The Parties agree that any suit, action
or proceeding seeking to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby shall be brought
exclusively in federal or state courts located in Wilmington, Delaware, and each of the Parties
hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate
courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest
extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue
of any such suit, action or proceeding in any such court or that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum. Process in any
such suit, action or proceeding may be served on any Party anywhere in the world, whether within or
without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that
service of any process, summons, notice or document by U.S. registered mail to its address set
forth in Schedule I shall be deemed effective service of process for any suit, action or
proceeding seeking to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby brought against such party
in any such court as set forth in this Section 11.7.



          Section 11.8 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.



          Section 11.9 Exhibits and Schedules. All Exhibits and Schedules attached to this Agreement are
incorporated and shall be treated as if set forth herein.



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          Section 11.10 Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid
or unenforceable under any present or future Law, and if the rights or obligations of any Party
under this Agreement shall not be materially and adversely affected thereby, (a) such provision
shall be fully severable, (b) this Agreement shall be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions
of this Agreement shall remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal,
invalid or unenforceable provision, there shall be added automatically as a part of this Agreement
a legal, valid and enforceable provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible.



          Section 11.11 Further Assurances. Each Party shall cooperate and shall take such further action and
shall execute and deliver such further documents as may be reasonably requested by the other party
in order to carry out the provisions and purposes of this Agreement.



          Section 11.12 Notices. All notices, requests and other communications hereunder must be in writing
and shall be deemed to have been duly given only if delivered personally against written receipt or
by facsimile transmission or mailed by prepaid first class mail, return receipt requested, or
mailed by overnight courier prepaid (a) to a Member at the address specified in Schedule I;
and (b) to the Company at ALST Casino Holdco, LLC, 650 Madison Avenue, 23rd Floor, New York, NY
10022, Facsimile: 212-610-9171, Attention: Secretary, and a copy, which shall not constitute
notice, to: Paul, Weiss Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY
10019-6064, Facsimile: 212-757-3990, Attention: Jeffrey D. Marell. All such notices, requests and
other communications shall (i) if delivered personally to the address as provided on Schedule
I, be deemed given upon delivery; (ii) if delivered by mail in the manner described above to
the address as provided on Schedule I, upon the earlier of the third (3rd)
Business Day following mailing or upon receipt; and (iii) if delivered by overnight courier to the
address as provided on Schedule I, be deemed given on the earlier of the first
(1st) Business Day following the date sent by such overnight courier or upon receipt.
Any Party may, at any time by giving five (5) days’ prior written notice to the other Parties,
designate any other address in substitution of the foregoing address to which such notice will be
given.



          Section 11.13 Amendment and Waiver.



               (a) Except as otherwise expressly provided in this Agreement, this Agreement and/or the
Certificate of Formation may be amended or modified, and any provision hereof and/or thereof may be
waived, only by a written instrument duly approved by a majority of the Managers then in office and
the Members that hold at least two-thirds
(2¤3) of the then
total outstanding Units (excluding any Incentive Units) held by all Members, and duly executed by
the Company; provided, however, that the Company may, without the consent of any
Member, amend or modify this Agreement or waive any provision of this Agreement (other than this
Section 11.13(a)) and/or the Certificate of Formation pursuant to a written instrument duly
approved by a majority of the Managers then in office to the extent necessary or (as determined by
the Board of Managers) desirable to (i) issue new Units (including Incentive Units), Membership
Interests or other securities of the Company in accordance with, and subject to the



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limitations
contained in, Section 3.2, whether ranking senior to, junior to or pari passu with the
Units or that have economic, voting or other rights, preferences and obligations that are different
from those of the Units and incorporate the terms thereof, herein and/or therein (as applicable),
including equitably adjusting any ownership threshold (whether expressed as a number, percentage,
fraction or otherwise) set forth in this Agreement; (ii) effect the admission of new Members
pursuant to Section 4.2 or any Transfer of Units pursuant to the terms of this Agreement;
(iii) amend or modify Schedule I or any other provision of this Agreement to reflect any
new issuance, redemption, repurchase, reallocation or Transfer of Units (including any Incentive
Units) in accordance with this Agreement; (iv) to comply with any applicable Law (including Gaming
Laws) or to protect the limited liability of the Members; (v) to avoid any adverse income tax
consequences resulting from any additional Capital Contribution made to the Company; (vi) effect an
IPO Restructuring; or (vii) to make technical or clarifying changes to this Agreement and/or the
Certificate of Formation that are of an inconsequential or immaterial nature (as reasonably
determined by the Board of Managers) or that have economic, voting or other rights, preferences and
obligations that are different from those of the Units; provided, further, that no
amendment, modification or waiver which would disproportionately and adversely affect the interests
of any Member hereunder and/or thereunder (as applicable) shall be effective without the written
approval of such Member. In the event of the amendment or modification of this Agreement in
accordance with its terms, the Board of Managers shall meet within thirty (30) days following such
amendment or modification (or as soon thereafter as is practicable) for the purpose of adopting any
amendment to the Certificate of Formation that may be advisable as a result of such amendment or
modification to this Agreement, and, to the extent the Company is not permitted to effect such
amendment to the Certificate of Formation without the approval of the Members, proposing such
amendments to the Certificate of Formation to the Members entitled to vote thereon. The Members
hereby agree to vote in favor of such amendments to the Certificate of Formation.




               (b) Except as otherwise provided in this Agreement, any failure of any of the Parties to
comply with any obligation, covenant, agreement, term or condition herein may be waived by the
Party entitled to the benefits thereof only by a written instrument signed by the Party granting
such waiver, but such waiver or failure to insist upon strict compliance with such obligation,
covenant, agreement, term or condition shall not operate as a waiver of, or estoppel with respect
to, any subsequent or other failure.



          Section 11.14 Reliance on Authority of Person Signing Agreement. If a Member is not a natural
person, neither the Company nor any Member will (a) be required to determine the authority of the
individual signing this Agreement to make any commitment or undertaking on behalf of such entity or
to determine any fact or circumstance bearing upon the existence of the authority of such
individual or (b) be responsible for the application or distribution of proceeds paid or credited
to individuals signing this Agreement on behalf of such entity.



          Section 11.15 No Interest in Company Property; Waiver of Action for Partition. No Member or
Assignee has any interest in specific property of the Company. Without limiting the foregoing,
each Member irrevocably waives during the term of the Company any right that such Member may have
to maintain any action for partition with respect to the property of the Company.



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          Section 11.16 Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile
or a pdf attachment to electronic email shall be effective as delivery of a manually executed
counterpart to this Agreement.



          Section 11.17 Attorney Fees. In any action or proceeding brought to enforce any provision of this
Agreement or any other document or instrument contemplated hereby, or where any provision thereof
is validly asserted as a defense, the successful party shall be entitled to recover reasonable
attorneys’ fees, charges and disbursements in addition to any other available remedy.



          Section 11.18 Remedies Cumulative. The remedies under this Agreement are cumulative and shall not
exclude any other remedies to which any Party may be entitled in law or equity.



          Section 11.19 Gaming Suitability.



               (a) Mandatory Termination of Investment.



                    (i) As the investment of each Member is subject to regulation by the Gaming Authorities,
Members are subject to ongoing oversight in connection with their ownership of Units. The Company
shall submit to the Gaming Authorities from time to time certain information regarding the Members
to permit the Gaming Authorities to determine or confirm the Members’ suitability to own Units.
Such information may include the full name and other names used (oral or written), social security
number, tax payer identification number, birth date, place of birth, jurisdiction of formation,
citizenship and gender of each Member. Each Member hereby authorizes the Company to
submit such information to, as well as other information requested by, the Gaming Authorities.



                    (ii) If (A) any Member is required by any Gaming Authority to be found suitable and such
Member does not apply for a finding of suitability within thirty (30) days after the request if
such Gaming Authority (an “Unsuitable Member”); or (B) any Gaming Authority determines that
any Member is not suitable to continue to own Units (whether due to such Member’s failure to
respond to a background investigation request or for any other reason) (also, an “Unsuitable
Member”) and notifies the Company that such Unsuitable Member must be removed from its
investment in Company (each of (A) and (B), a “Gaming Event”), then (x) such Unsuitable
Member, at the request of the Company, shall dispose of such Unsuitable Member’s interest within
thirty (30) days or such other period of time as is prescribed by the Gaming Authorities; or (B) at
the election of the Company, such Unsuitable Member’s Membership Interest shall be terminated and
redeemed.



                    (iii) Following the occurrence of a Gaming Event, the Company may deliver to such Unsuitable
Member a written notification of such Gaming Event stating (A) the election of the Company to
terminate the Unsuitable Member’s Membership Interest and to exercise its removal rights pursuant
to this Section 11.19(a), and (B) the effective date of the termination of the Unsuitable
Member’s Membership Interest and removal from the Company.



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Upon the receipt of any notification
from a Gaming Authority that it is reviewing the suitability of a Member or considering requiring
the removal of a Member, the Company shall promptly notify such Member and keep such Member
apprised of such matter such that the Member can address such matter directly with such Gaming
Authority.




                    (iv) Beginning on the date on which a Gaming Authority serves a notice to the Company that any
Member is not suitable to continue to own Units (whether due to such Unsuitable Member’s failure to
respond to a background investigation request or for any other reason), the Company may and, to the
extent required by the applicable Gaming Authority, shall, prohibit the Unsuitable Member from: (A)
receiving any share of the distribution of profits or cash or any other property of, or payments
upon dissolution of, the Company, other than the payments described in this Section
11.19(a)(iv); (B) exercising directly or through a trustee or nominee, any voting right
conferred by such Unsuitable Member’s Membership Interest; (C) participating in the management of
the business and affairs of the Company and its Subsidiaries; or (D) receiving remuneration in any
form from the Company for services rendered or otherwise. Following the termination of such
Unsuitable Member’s Interest and removal from the membership of the Company, such Unsuitable Member
shall be entitled to receive in consideration for its Membership Interest an amount equal to the
Fair Market Value of its Membership Interest as determined by the Board of Managers or such other
amount as shall be prescribed by the applicable Gaming Authority, such amount being payable, in the
sole discretion of the Board of Managers and to the extent permitted by the applicable Gaming
Authority, either (x) in cash on the date that is no later than thirty (30) days after the
determination of such fair value; or (y) in the form of a promissory note containing the terms set
forth in Section 11.19(a)(v) (the “Promissory Note”). In connection therewith, the
Company shall be permitted to make such adjustments to the Unsuitable Member’s Capital Account as
it deems equitable under the circumstances.



                    (v) The principal amount owing under the Promissory Note shall bear interest at a rate equal
to the lesser of (A) the lesser of (x) the highest rate permitted by Law; and (y) the greater of
(1) the highest rate that the Company can reasonably obtain from a money market fund; and (2) that
rate necessary to avoid imputation of interest under any applicable provision of the Code; or
(B) such other rate as shall be prescribed by the applicable Gaming Authority. The Promissory Note
shall mature and become due and payable in full on (x) the earlier to occur of (1) the dissolution
and winding up of the Company; and (2) ten (10) years from the date of issuance; or (y) such other
date as shall be prescribed by the applicable Gaming Authority. The Company may, upon the
direction of the Board of Managers, prepay in whole or in part, the principal amount and/or any
interest outstanding under Promissory Note at any time without penalty.



                    (vi) Any removal of an Unsuitable Member from the membership of the Company and the
termination of the Unsuitable Member’s Membership Interest as provided in this Section
11.19(a) shall occur promptly after the occurrence of a Gaming Event, subject to applicable
Gaming Laws.



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               (b) Qualification of Managers and Officers under Gaming Laws. The election of an
individual to serve as a Manager or officer of the Company is subject to any qualifications or
approvals required under any Gaming Laws. For purposes of this Agreement, an individual shall be
qualified to serve as a Manager or officer for so long as that individual is determined to be, and
continues to be, licensed, qualified and found suitable by all Gaming Authorities having
jurisdiction over the Company, or any manager or officer and under all applicable Gaming Laws.



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IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date
first above written.




	 	 	 	 	 
	 	ALST CASINO HOLDCO, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Soohyung Kim 	 
	 	 	Title:  	Initial Manager 	 
	 



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	 	NORTH LV HOLDCO, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	APOLLO ALST HOLDCO, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	TPG ALST HOLDCO, L.L.C.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	HALCYON ALST LLC

 	 
	 	By:  	Halcyon Asset Management LLC, its Manager
 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	NYBEQ LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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CREDIT AGRICOLE LEASING (USA) CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	MERRILL LYNCH, PIERCE, FENNER & SMITH INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	CITY NATIONAL BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	MANUFACTURERS BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	BARCLAYS CAPITAL INC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	SERVICE 1ST BANK OF NEVADA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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SCHEDULE I


MEMBERS, CAPITAL CONTRIBUTIONS AND UNITS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Member	 	Capital Contributions	 	 	Capital Account Balance	 	 	Number of Units	 	 	Percentage Interest	 	 	Class of 
Units	 
	North LV HoldCo, LLC 

650 Madison Avenue, 23rd Floor 

New York, NY 10022	 	$	123,828,431	 	 	$	123,828,431	 	 	 	123,828	 	 	 	28.663	%	 	Units
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Apollo ALST Holdco, LLC 

c/o Apollo Management, L.P. 

9 West 57th Street, 43rd Floor 

New York, 10019	 	$	85,085,951	 	 	$	85,085,951	 	 	 	85,086	 	 	 	19.696	%	 	Units
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TPG ALST HoldCo, L.L.C. 

301 Commerce Street, Suite 3300

Fort Worth, TX 76102	 	$	85,085,951	 	 	$	85,085,951	 	 	 	85,086	 	 	 	19.696	%	 	Units
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Halcyon ALST LLC 

477 Madison Avenue, 8th Floor 

New York, NY 10022	 	$	38,726,632	 	 	$	38,726,632	 	 	 	38,727	 	 	 	8.964	%	 	Units
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NYBEQ LLC 

c/o Natixis 

9 West 57th Street, 15th Floor 

New York, NY 10019	 	$	35,133,671	 	 	$	35,133,671	 	 	 	35,134	 	 	 	8.133	%	 	Units
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit Agricole Leasing (USA) Corporation 

1301 Avenue of the Americas 

New York, NY 10019-6022	 	$	25,095,479	 	 	$	25,095,479	 	 	 	25,095	 	 	 	5.809	%	 	Units
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Merrill Lynch, Pierce, Fenner & Smith Inc. 

214 N. Tryon St., NC1-027-15-01

Charlotte, NC 28255

Attn: Information Manager	 	$	22,800,230	 	 	$	22,800,230	 	 	 	22,800	 	 	 	5.278	%	 	Units
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









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	 	 	Capital	 	 	Capital Account	 	 	 	 	 	 	Percentage	 	 	 	 	 
	Member	 	Contributions	 	 	Balance	 	 	Number of Units	 	 	Interest	 	 	Class of Units	 
	City National Bank 

Special Assets Department 

555 S. Flower Street, 16th Floor 

Los Angeles, CA 90071

Attn: Jane E. McKelvie, Vice President	 	$	10,038,192	 	 	$	10,038,192	 	 	 	10,038	 	 	 	2.324	%	 	Units
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Manufacturers Bank 

515 South Figueroa Street 

Los Angeles, CA 90071

Attn: Karen Kearney	 	$	5,019,096	 	 	$	5,019,096	 	 	 	5,019	 	 	 	1.162	%	 	Units
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Barclays Capital Inc 

1301 6th Avenue 

New York, NY 10166

Attn: Jenna Yoo	 	$	1,149,259	 	 	$	1,149,259	 	 	 	1,149	 	 	 	0.266	%	 	Units
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Service 1st Bank of Nevada 

8363 W. Sunset Road — Suite 350

Las Vegas, NV 89113	 	$	41,195	 	 	$	41,195	 	 	 	41	 	 	 	0.010	%	 	Units
	Total
	 	$	432,004,087	 	 	$	432,004,087	 	 	 	432,004	 	 	 	100.000	%	 	 	 	 







 









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EXHIBIT A




ADDENDUM AGREEMENT



     This Addendum Agreement (this “Addendum Agreement”) is made this [___] day of
[_____________], 20[__], by and between [_____________________] (the “Transferee”)[,
[_____________________] (the “Transferor”)]1 and ALST Casino Holdco, LLC, a
Delaware limited liability company (the “Company”), pursuant to the terms of that certain
Amended and Restated Operating Agreement of the Company dated as of [_____], 2011, including all
exhibits and schedules thereto (the “Agreement”). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Agreement.



WITNESSETH:




     WHEREAS, the Company and the Members entered into the Agreement to impose certain restrictions
and obligations upon themselves, and to provide certain rights, with respect to the Company, the
Members and the Units;



     WHEREAS, the Transferee is acquiring Units issued by the Company or pursuant to a Transfer, in
either case in accordance with the Agreement and in such amount as set forth in Section 4
below (the “Acquired Units”); and



     WHEREAS, the Company and the Members have required in the Agreement that any Person to whom
Units are transferred and any other Person acquiring Units must enter into an Addendum Agreement
binding the Transferee to the Agreement to the same extent as if it were an original party thereto
and imposing the same restrictions and obligations on the Transferee and the Acquired Units as are
imposed upon the Members and the Units under the Agreement.



     NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and as a
condition of the purchase or receipt by the Transferee of the Acquired Units, the Transferee
acknowledges and agrees as follows:



     1. The Transferee has received and read the Agreement and acknowledges that the Transferee is
acquiring the Acquired Units in accordance with and subject to the terms and conditions of the
Agreement.



     2. By the execution and delivery of this Addendum Agreement, the Transferee represents and
warrants to, and agrees with the Company that the following statements are true and correct as of
the date hereof:





 




			
	1	 	Remove the Transferor as a party to this
Addendum Agreement if the Acquired Units are being issued to the Transferee by
the Company.




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     (a) The Transferee is acquiring the Acquired Units for its own account solely for
investment and not with a view to resale or distribution thereof other than in compliance
with all applicable securities Laws.




     (b) If the Transferee is an entity, the Transferee is duly organized and validly
existing under the Laws of its jurisdiction of organization.




     (c) The Transferee (i) has been found suitable to hold Units of the Company by all
applicable Gaming Authorities in circumstances where such approval is required, (ii) has
obtained all necessary Gaming Licenses, and (iii) is in compliance with all applicable
Gaming Laws.




     (d) The execution, delivery and performance by the Transferee of this Addendum
Agreement are within the Transferee’s corporate or other powers, as applicable, have been
duly authorized by all necessary corporate or other action on its behalf (or, if the
Transferee is an individual, are within such Transferee’s legal right, power and capacity),
require no consent, approval, permit, license, order or authorization of, notice to, action
by or in respect of, or filing with, any Governmental Authority (except as expressly
disclosed in writing to the Board of Managers prior to the date hereof), and do not and
will not result in a breach of any of the terms, conditions or provisions of, or constitute
a default under, any provision of applicable Law or of any judgment, order, writ,
injunction or decree or any agreement or other instrument to which the Transferee is a
party or by which the Transferee or any of the Transferee’s properties is bound. This
Addendum Agreement has been duly executed and delivered by the Transferee and constitutes a
valid and binding agreement of the Transferee, enforceable against the Transferee in
accordance with its terms.




     (e) The Transferee acknowledges that the offering and sale of the Acquired Units have
not been and will not be registered under the Securities Act, and are being made in
reliance upon federal and state exemptions for transactions not involving a public
offering. In furtherance thereof, the Transferee represents and warrants that it is an
“accredited investor” (as defined in Regulation D promulgated under the Securities Act) and
the Transferee has sufficient knowledge and experience in financial and business matters so
as to be capable of evaluating the risks of its investment in the Acquired Units. The
Transferee agrees that it will not take any action that could have an adverse effect on the
availability of the exemption from registration provided by Regulation D promulgated under
the Securities Act with respect to the offer and sale of the interests in the Company. In
connection with its acquisition of the Acquired Units, the Transferee meets all suitability
standards imposed on it by applicable Law.




     (f) The Transferee has been given the opportunity to (i) ask questions of, and receive
answers from, the Company concerning the terms and conditions of the Acquired Units and
other matters pertaining to an investment in the Company and (ii) obtain any additional
information necessary to evaluate the



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merits and risks of an investment in the Company that
the Company can acquire without unreasonable effort or expense. In considering its
investment in the Acquired Units, the Transferee has evaluated for itself the risks and
merits of such investment, and is able to bear the economic risk of such investment,
including a complete loss of capital, and in addition has not relied upon any
representations made by, or other information (whether oral or written) furnished by or on
behalf of, the Company or its Subsidiaries or any director, officer, employee, agent or
Affiliate of such Persons, other than as set forth in this Agreement. The Transferee has
carefully considered and has, to the extent it believes necessary, discussed with legal,
tax, accounting and financial advisors the suitability of an investment in the Company in
light of its particular tax and financial situation, and has determined that the Acquired
Units are a suitable investment for such Member.




     (g) The Transferee does not have any liability or obligation to pay an fees or
commissions to any broker, finder, or agent with respect to the execution, delivery or
performance of this Addendum Agreement by the Transferee.



     3. The Transferee agrees that the Acquired Units are bound by and subject to all of the terms
and conditions of the Agreement, and hereby joins in, and agrees to be bound, by, and shall have
the benefit of, all of the terms and conditions of the Agreement to the same extent as if the
Transferee were an original party to the Agreement or an initial Member, as the case may be;
provided, however, that the Transferee’s joinder in the Agreement shall not
constitute admission of the Transferee as a Member unless and until the Company executes this
Addendum Agreement confirming the due admission of the Transferee. This Addendum Agreement shall
be attached to and become a part of the Agreement.



     4. [For good and valuable consideration, the sufficiency of which is hereby acknowledged by
the Transferor and the Transferee, the Transferor hereby transfers and assigns absolutely to the
Transferee the Acquired Units, including, for the avoidance of doubt, all rights, title and
interest in and to the Acquired Units, with effect from the date hereof. It is hereby confirmed by
the Transferor that the Transferor has complied in all respects with the provisions of the
Agreement with respect to the transfer of the Acquired Units. The number of Units currently held
by the Transferor, and the number of Acquired Units to be transferred and assigned pursuant to this
Addendum Agreement, are as follows:]2



	 	 	 

	Number of Units Held by the Transferor

	 	Number of Acquired Units








 




			
	2	 	Delete the text and the table and replace
them with the following language if the Acquired Units are being issued to
the Transferee by the Company:





     “In exchange for a Capital Contribution of $[_____], the sufficiency of
which is hereby acknowledged by the Company and the Transferee, the Company
hereby issues [___] Units to the Transferee.”



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[          ]           [          ]






 




			
	5.	 	The Transferee hereby agrees to accept the Acquired Units and hereby agrees and consents to
become a Member.
	 
	6.	 	Any notice required as permitted by the Agreement shall be given to Transferee at the
address listed beneath the Transferee’s signature below.
	 
	7.	 	This Addendum Agreement shall be governed by and construed in accordance with the Laws of
the State of Delaware.





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     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the
date first above written.



	 	 	 	 	 
	THE COMPANY:	

 ALST CASINO HOLDCO, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	TRANSFEROR:	 [INSERT NAME]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	]3 	 
	 
	TRANSFEREE: 	[INSERT NAME]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	[INSERT TRANSFEREE’S ADDRESS] 	 
	 





 




			
	3	 	Delete the Transferor’s signature block if
the Acquired Units are being issued to the Transferee by the Company.






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