**Exhibit10.42**

**FINAL**

 

 

|                                               |
|-----------------------------------------------|
| ** **                                    |
| **AMENDED  AND RESTATED OPERATING AGREEMENT** |
| ** **                                    |
| **OF**                                        |
| ** **                                    |
| **ALIANTE  GAMING, LLC**                      |
|                                          |
| ** **                                    |
| ** **                                    |
| **JANUARY  6, 2006**                          |

 

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**TABLE OFCONTENTS**
| **ARTICLE I**   | ** ** | **DEFINITIONS**                                                                                                                            | ** ** | ** ** |
|-----------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------|------------|------------|
| 1.1             |       | Definitions                                                                                                                                |       | 2          |
| **ARTICLE II**  | ** ** | **FORMATION**                                                                                                                              | ** ** | ** ** |
| 2.1             |       | Formation                                                                                                                                  |       | 17         |
| 2.2             |       | Name; Licenses                                                                                                                             |       | 17         |
| 2.3             |       | Purposes and Powers                                                                                                                        |       | 18         |
| 2.4             |       | Registered Agent and Registered Office                                                                                                     |       | 18         |
| **ARTICLE III** | ** ** | **MANAGEMENT**                                                                                                                             | ** ** | ** ** |
| 3.1             |       | The Manager                                                                                                                                |       | 18         |
| 3.2             |       | Expense of Construction; Matters Relating to  Construction and Development; Matters Relating to Financing the Construction  of the Project |       | 19         |
| 3.3             |       | Manager’s Duties During Pre-Opening Period                                                                                            |       | 20         |
| 3.4             |       | Manager’s Duties During Operating Period and With  Respect to Expansion Projects                                                      |       | 20         |
| 3.5             |       | Compensation of the Manager                                                                                                                |       | 20         |
| 3.6             |       | Removal of the Manager                                                                                                                     |       | 21         |
| 3.7             |       | Officers                                                                                                                                   |       | 22         |
| 3.8             |       | Conflicts of Interest; Right to Participate                                                                                                |       | 23         |
| 3.9             |       | Tax Matters Partner                                                                                                                        |       | 24         |
| 3.10            |       | Liability of Holding, as a Member, and Station, as  Manager                                                                                |       | 25         |
| 3.11            |       | Prohibition Against Publicly Traded Partnership                                                                                            |       | 25         |
| 3.12            |       | The Executive Committee                                                                                                                    |       | 25         |
| 3.13            |       | Decisions Subject to Executive Committee Approval                                                                                          |       | 25         |
| 3.14            |       | Place of Meetings and Meetings by Telephone                                                                                                |       | 30         |
| 3.15            |       | Regular Meetings                                                                                                                           |       | 30         |
| 3.16            |       | Special Meetings                                                                                                                           |       | 30         |
| 3.17            |       | Quorum                                                                                                                                     |       | 30         |
| 3.18            |       | Manner of Acting                                                                                                                           |       | 30         |
| 3.19            |       | Waiver of Notice                                                                                                                           |       | 30         |
| 3.20            |       | Adjournment                                                                                                                                |       | 30         |
| 3.21            |       | Action Without a Meeting                                                                                                                   |       | 30         |
| 3.22            |       | Resignation                                                                                                                                |       | 30         |
| 3.23            |       | Removal                                                                                                                                    |       | 31         |
| 3.24            |       | Vacancies                                                                                                                                  |       | 31         |
| 3.25            |       | Compensation to EC Members                                                                                                                 |       | 31         |
| 3.26            |       | Liability to Third Parties                                                                                                                 |       | 31         |
| 3.27            |       | No Guarantee of Return by EC Members                                                                                                       |       | 31         |
| 3.28            |       | Transactions with Company or Otherwise                                                                                                     |       | 31         |
| 3.29            |       | Indemnification                                                                                                                            |       | 31         |
| **ARTICLE IV**  | ** ** | **FINANCIAL  MATTERS**                                                                                                                     | ** ** | ** ** |
| 4.1             |       | Initial Capital Contributions                                                                                                              |       | 32         |
| 4.2             |       | Additional Capital Contributions                                                                                                           |       | 32         |

 

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| 4.3              |       | [Reserved]                                    |       | 35         |
|------------------|------------|-----------------------------------------------|------------|------------|
| 4.4              |       | Allocation of Profits and Losses              |       | 35         |
| 4.5              |       | Distributions                                 |       | 36         |
| **ARTICLE V**    | ** ** | **MEMBERS;  TRANSFER OF INTERESTS**           | ** ** | ** ** |
| 5.1              |       | Admission                                     |       | 36         |
| 5.2              |       | Transfer of Interests                         |       | 36         |
| 5.3              |       | Gaming Licensing                              |       | 37         |
| 5.4              |       | Required Member Approvals                     |       | 37         |
| 5.5              |       | Meetings                                      |       | 37         |
| 5.6              |       | In General                                    |       | 38         |
| **ARTICLE VI**   | ** ** | **DISSOLUTION,  LIQUIDATION AND TERMINATION** | ** ** | ** ** |
| 6.1              |       | Dissolution                                   |       | 40         |
| 6.2              |       | Liquidation and Termination                   |       | 40         |
| 6.3              |       | Articles of Dissolution                       |       | 41         |
| 6.4              |       | Negative Capital Accounts                     |       | 41         |
| 6.5              |       | Limitations on Rights of Holding              |       | 41         |
| **ARTICLE VII**  | ** ** | **AMENDMENTS**                                | ** ** | ** ** |
| 7.1              |       | Amendments                                    |       | 41         |
| **ARTICLE VIII** | ** ** | **MISCELLANEOUS**                             | ** ** | ** ** |
| 8.1              |       | Notices                                       |       | 41         |
| 8.2              |       | Binding Effect                                |       | 42         |
| 8.3              |       | Headings                                      |       | 42         |
| 8.4              |       | Severability                                  |       | 42         |
| 8.5              |       | Further Action                                |       | 42         |
| 8.6              |       | Governing Law                                 |       | 42         |
| 8.7              |       | Waiver of Action for Partition                |       | 42         |
| 8.8              |       | Counterpart Execution                         |       | 42         |
| 8.9              |       | Publicity                                     |       | 43         |
| 8.10             |       | Transition as Manager                         |       | 43         |
| 8.11             |       | Broker Fees                                   |       | 43         |
| 8.12             |       | Securities Under the UCC                      |       | 43         |

 

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| **LIST OF EXHIBITS**  |   |                                            |
|-----------------------|--------|-------------------------------------------------|
| ** **            |   |                                            |
| Exhibit A             |   | Articles of Organization                        |
| Exhibit B             |   | Original Operating Agreement                    |
| Exhibit C             |   | Additional Property                             |
| Exhibit D             |   | Example of Shared Expenses                      |
| Exhibit E             |   | Legal Description of Losee Property             |
| Exhibit F             |   | Legal Description of Resort Property            |
| Exhibit G             |   | Restricted Area                                 |
| Exhibit H             |   | Location of Relocated Drainage Easement         |
| Exhibit I             |   | Notice Addresses                                |
|                  |   |                                            |
| **LIST OF SCHEDULES** |   |                                            |
| ** **            |   |                                            |
| Schedule 3.3          |   | Manager’s Duties During Pre-Opening Period |
| Schedule 3.4          |   | Manager’s Duties During Operating Period   |
|                  |   |                                            |
| **ATTACHMENTS**       |   |                                            |
| ** **            |   |                                            |
| Attachment I          |   | Form of License and Support Agreement           |
| Attachment II         |   | Form of License Agreement                       |
|                       |        |                                                 |  |  |  |  |

 

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**AMENDED AND RESTATED OPERATING AGREEMENT**

**OF**

**ALIANTEGAMING, LLC**

 

This **AMENDED AND RESTATED OPERATING AGREEMENT OF ALIANTE GAMING, LLC**,dated as of January 6, 2006 (the “Effective Date”), is entered into byand among (1) **ALIANTE GAMING, LLC**,a Nevada limited liability company (the “Company”); (2) **ALIANTE****HOLDING, LLC,**a Nevada limited liability company, the sole Member following the EffectiveDate (“Holding”); and (3) **ALIANTESTATION, LLC**, a Nevada limited liability company (“Station”),a wholly-owned subsidiary of Station Casinos, Inc., a Nevada corporation (“Parent”),and the Manager (as hereinafter defined); and acknowledged and agreed to by **G.C. ALIANTE, LLC**, a Nevada limitedliability company, as a member of Holding (“GC”), and Station, as amember of Holding.  Each of the Company,Holding and the Manager is sometimes referred to herein as a “Party”and, all of them, together, are sometimes collectively referred to herein asthe “Parties.”  All references toHolding in this Agreement are to Holding, in its capacity as the sole Member,unless the context clearly indicates otherwise.

**RECITALS**

**WHEREAS**,the Company was formed by the filing of the Articles of Organization with theNevada Secretary of State on December 16, 2005, a copy of which is attachedhereto as Exhibit A (the “Articles”); and

**WHEREAS**,immediately prior to the GC Contribution (as defined below), the Company andGC, the then sole member of the Company, were parties to that certain OperatingAgreement of Aliante Gaming, LLC, a copy of which is attached hereto as ExhibitB (the “Original Operating Agreement”); and

**WHEREAS**,(a) on the Effective Date, GC contributed one hundred percent (100%) of theissued and outstanding membership interests in the Company to Holding inexchange for a fifty percent (50%) membership interest in Holding (the “GCContribution”), and Station contributedone hundred percent (100%) of theissued and outstanding membership interests in Losee Elkhorn Properties, LLC, aNevada limited liability company (“Losee LLC”) to Holding in exchangefor a fifty percent (50%) membership interest in Holding (the “StationContribution”); and (b) immediately following the GC Contribution and theStation Contribution, Holding became the sole Member; and

**WHEREAS**,the Parties now desire to enter into this Agreement in order to amend andrestate the Original Operating Agreement, in its entirety, on the terms andsubject to the conditions set forth herein.

**NOW, THEREFORE,** forgood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Parties agree as follows:

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**AGREEMENT**

**ARTICLEI**

**Definitions**

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

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

“Additional Property” means the additional realproperty generally depicted on Exhibit C.

“Additional Reserve” shall equal $5,000,000, in the aggregate, which shall be a reserve above andbeyond the Reserve Fund to be funded pursuant to Paragraph (b)(ii) of Schedule3.4; provided, however, that the Additional Reserve need notbe a “cash” reserve, but rather the Manager may, to the maximum extentpermitted under the terms and conditions of each and all of the ConstructionFinancing, Expansion Financing(s) and/or Permanent Financing, maintainunencumbered funds from such credit facility to be used in lieu of such “cash-funded”Additional Reserve.

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

“Affiliate Transaction” has the meaning setforth in Section 3.8(c).

“Agreement” means this Amended and RestatedOperating Agreement of Aliante Gaming, LLC, together with all exhibits andschedules hereto, as amended from time to time in accordance herewith.  Words such as “herein,” “hereinafter,” “hereof,”“hereto,” and “hereunder” refer to this Agreement as a whole, unless thecontext otherwise requires.

“Annual Plan and Operating Budget” means theoperating plan and budget for each Fiscal Year during the Operating Period, asproposed by the Manager and approved by the Executive Committee pursuant to theterms of this Agreement, setting forth in reasonable detail the Company’sprojected Gross Revenues, Operating Costs, debt service requirements andcapital expenditures and working capital requirements, including in each casethe components thereof.  The Annual Planand Operating Budget also shall include a concise written narrative regardingany material changes to the Project’s operating standards, policies andprocedures or to the Company’s projections regarding the components of GrossRevenues or Operating Costs.  Withrespect to any Expansion Projects, until such time as such Expansion Project iscompleted, the Annual Plan and Operating Budget shall break out separately theExpansion Project Budget for 

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such Expansion Project with comparable line items tothose included in the Annual Plan and Operating Budget, to the extentapplicable.

“Articles” has the meaning set forth in theRecitals.

“Bank Accounts” means those bank or financialinstitution accounts as are necessary for the construction, day-to-day andlong-term management and operation of the Project, including the Operating BankAccount and the Reserve Fund.

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

(i)            Filing of a voluntary petition inbankruptcy or for reorganization or for adoption of an arrangement under theUnited States Bankruptcy Code, as amended from time to time (or anycorresponding provisions of succeeding law);

(ii)           Making a general assignment for thebenefit of creditors;

(iii)          The appointment by a court of areceiver for all or substantially all of the assets of such Member;

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

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

“Base Management Fee” means the base managementfee to be paid to the Manager pursuant to Section 3.5(a).

“Capital Account” means the capital accountmaintained for Holding in accordance with the following provisions:

(i)            To Holding’s Capital Account thereshall be credited Holding’s Capital Contributions, Holding’s distributive shareof Profits and any items in the nature of income or gain that are speciallyallocated to Holding hereunder, and the amount of any Company liabilitiesassumed by Holding or that are secured by any Company property distributed toHolding;

(ii)           To Holding’s Capital Account thereshall be debited the amount of cash and the Gross Asset Value of any propertyother than money distributed to Holding pursuant to any provision of thisAgreement (other than payments made pursuant to Section 3.5 hereof),Holding’s distributive share of Losses and any items in the nature of expensesor losses that are specially allocated to Holding hereunder;

(iii)          In the event that all or any part of aHolding’s Membership Interest is Transferred in accordance with the terms ofthis Agreement, the transferee shall succeed to Holding’s Capital Account; and

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(iv)          In determining the amount of anyliability for purposes of the foregoing Clauses (i) and (ii) of thisdefinition, there shall be taken into account Code Section 752(c) and any otherapplicable provisions of the Code and Regulations.

The foregoing provisionsand the other provisions of this Agreement relating to the maintenance ofCapital Accounts are intended to comply with Regulations Section 1.704-1(b) andshall be interpreted and applied in a manner consistent with such Regulations.  The Manager, with the consent of theExecutive Committee, shall make any appropriate modifications to Holding’sCapital Account in the event unanticipated events might otherwise cause thisAgreement not to comply with Section 1.704-1(b) of the Regulations.

“Capital Contribution” means, as of any date,the amount of money and other property actually contributed to the Company byHolding through such date.  The amount ofa Capital Contribution made in property other than money shall be the fairmarket value, net of assumed liabilities, of the contributed property asdetermined in good faith by the Executive Committee; provided, however,that Holding’s opening Capital Account balance on the Effective Date shall be$50,000,000.00.

“Capital Improvements and Replacements” means acapital expenditure, as defined under GAAP, for a modification, refurbishment,alteration, addition, improvement or renovation to any portion of the Project,including the Furniture, Fixtures and Equipment associated with the Project.

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

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

“Collateral’s FairMarket Value” has the meaning set forth in Section 4.2(g).

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

“Construction Financing” means third-party debtfinancing for the construction of the Project (not including any ExpansionProject).

“Construction Loan Documents” means any and alldocuments executed in connection with the Construction Financing.

“Construction Manager” means the individualselected and appointed by the Manager with the prior approval of the ExecutiveCommittee to manage and supervise the construction activities of the Project(not including any Expansion Project) on a day-to-day basis.

“Construction Plan” means the comprehensiveconstruction plan for the Project (not including any Expansion Project)submitted by a construction firm selected by the Executive Committee, includingthe estimated time frame for completion and implementation of such plan, whichConstruction Plan shall be approved by the Executive Committee.  The Construction Plan may be approved as awhole or in segments or by components by the Executive Committee.

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“Cross-Default Party”has the meaning set forth in Section 4.2(g).

“Curable Default” has the meaning set forth in Section4.2(g).

“Cure Collateral” has the meaning set forth in Section4.2(g).

“Cure Cost of Capital” has the meaning setforth in Section 4.2(g).

“Cure Pledge” has the meaning set forth in Section4.2(g).

“Curing Party” has the meaning set forth in Section4.2(g).

“Default Amount” has the meaning set forth in Section4.2(g).

“Default Loan” has the meaning set forth in Section4.2(g).

“Design, Development and Construction Budget”means the aggregate hard and soft costs of construction of the Project (notincluding any Expansion Project), proposed by the Manager and approved by theExecutive Committee, including real estate costs, all costs associated with theResort Property, Improvements, allowances for Furniture, Fixtures and Equipmentattached or used within the Project, construction and design fees, permits andlicenses, Pre-Opening Plan costs, capitalized interest, and all associatedfinancing fees through the date that the Project receives a final certificateof occupancy from the applicable governmental authority.  The Design, Development and ConstructionBudget may be approved as a whole or in segments or by components by theExecutive Committee (e.g., the components of the Improvements, such asinterior furnishings as compared to the foundation and exterior facade, etc.).

“Design Plan” means the architectural, interiordesign and landscaping plans for the Project (not including any ExpansionProject) submitted by architectural, interior design and landscaping firmsselected by the Manager and approved by the Executive Committee, which DesignPlan shall be approved by the Executive Committee.  The Design Plan may be approved as a whole orin segments or by components by the Executive Committee.

“Dilution Date” has the meaning set forth inSection 4.3(d)(i) of the Aliante Operating Agreement.

“Distributable Cash”has the meaning set forth in Schedule 3.4, paragraph (k)(viii).

“EBITDA” for any period means the Company’s netincome for such period (after deduction of the Base Management Fee for suchperiod but prior to any deduction of the Incentive Management Fee for suchperiod) plus, to the extent deducted in determining such net income, theCompany’s interest, income tax, depreciation and amortization expenses(including pre-opening expenses) for such period, in accordance with GAAPconsistently applied and excluding in such calculation non-operating,non-recurring gains and losses.

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

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

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“Entitlements” has the meaning set forth in Section5.6(h).

“EntitlementsClaims/Proceedings” has the meaning set forth in Section 5.6(h).

“Excess Construction Contributions” has themeaning set forth in Section 4.2(b).

“Executive Committee” has the meaning set forthin Section 3.12.

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

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

“Expansion Financing” means third-party debtfinancing for the construction of each Expansion Project and to refinance theprevious construction financing therefor, as approved by the ExecutiveCommittee at any time and from time to time pursuant to the terms of thisAgreement.

“Expansion Project” means each additionalconstruction project at the Project after the initial construction project ifand as approved by the Executive Committee at any time and from time to timepursuant to the terms of this Agreement.

“Expansion Project Budget” means the budget foreach Expansion Project, which includes the aggregate hard and soft costs ofconstruction of such Expansion Project, as approved by the Executive Committeeat any time and from time to time pursuant to the terms of this Agreement.

“Expansion Project Construction Manager” meansthe individual selected by the Manager and approved by the Executive Committeeto manage and supervise the construction activities of each Expansion Projecton a day-to-day basis.

“Expansion Project Construction Plan” means thecomprehensive construction plan for each Expansion Project, including theestimated time frame for completion and implementation thereof, as approved bythe Executive Committee at any time and from time to time pursuant to the termsof this Agreement.

“Expansion Project Design Plan” means thearchitectural, interior design and landscaping plans for each Expansion Projectsubmitted by architectural, interior design and landscaping firms, as approvedby the Executive Committee at any time and from time to time pursuant to theterms of this Agreement.

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

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

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

“Fiscal Month” means an individual monthlyaccounting period of the Company ending on the close of business on the lastday of each calendar month.

“Fiscal Year” means the Company’s fiscal yearending on December 31 of each year (or, if earlier, the date on which theCompany is liquidated within the meaning of Regulations Section1.704-1(b)(2)(ii)(g)).  The first FiscalYear of the Company shall commence on the Effective Date, and subsequent FiscalYears shall commence on January 1.

“Force Majeure” means war, insurrection,strikes, walkouts, riots, floods, earthquakes, fires, casualties, acts of God,acts of the public enemy, epidemics, quarantine restrictions, freightembargoes, lack of transportation, governmental restrictions, laws, rules,regulations, ordinances and/or proceedings (including, without limitation,those relating to building, zoning and land use and litigation brought byunrelated third parties, including eminent domain), unusually severe weather,inability to secure necessary labor, materials or tools, delays of anycontractor, subcontractor or supplier outside the reasonable control of theaffected Party, acts or failures to act (including the failure to issueGovernmental Approvals or other approvals, consents, permits or licenses) of anunaffiliated party, acts or failures to act of any public or governmentalagency, private or public utility or other entity (including GC with regard toStation, and Station with regard to GC) not due to the delay or fault of theaffected Party, or any other causes beyond the reasonable control or withoutthe fault of the Party claiming an extension of time to perform; provided,however, that such event actually affects such Party’s ability toperform and only for so long as it does affect such Party’s ability to perform.

“Furniture, Fixtures and Equipment” means allfurniture, fixtures and equipment reasonably required for the operation of theProject, including but not limited to office furniture, computer andcommunications systems, specialized hotel equipment necessary for the operationof the hotel/casino, food and beverage equipment, laundries and recreationalfacilities, but not including any such furniture, fixtures or equipment ownedby Parent, the Manager or their Subsidiaries (other than the Company) and usedin the operation of the Project.  Suchitems also shall include specialized casino equipment, including cashier, moneysorting and money counting equipment, slot machines, table games, video gamingequipment, and other similar gaming equipment as well as surveillanceequipment.

“GAAP” means United States generally acceptedaccounting principles, as in effect from time to time.

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“Gaming Authority” means those federal, stateand local governmental, regulatory and administrative authorities, agencies,boards and officials responsible for or involved in the regulation of gaming orgaming activities in any jurisdiction, including within the State of Nevada,specifically, the Nevada Gaming Commission, the Nevada State Gaming ControlBoard, and applicable local authorities.

“Gaming Laws” means those laws pursuant towhich any Gaming Authority possesses regulatory, licensing or permit authorityover gaming within any jurisdiction and, within the State of Nevada,specifically, the Nevada Gaming Control Act, as codified in the Chapter 463 ofthe Nevada Revised Statutes, and the regulations of the Nevada GamingCommission and Nevada State Gaming Control Board promulgated thereunder, asamended 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 orrelating to the conduct of activities under the Gaming Laws.

“Gaming Problem” has the meaning set forth in Section5.3(b).

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

“GC Affiliates” has the meaning set forth in Section4.2(f).

“GC Contribution” has the meaning set forth inthe Recitals.

“GC EC Member” has the meaning set forth in Section3.12.

“GC/Holding Capital Contribution” means eachcapital contribution that (a) GC is required to make to Holding pursuant to theterms of the Holding Operating Agreement and (b) which is designated in writingby Holding, at the time it makes the capital contribution call therefor, as an “AlianteAdditional Capital Call” in accordance with the terms and conditions of theHolding Operating Agreement.

“GC Pledgors” has the meaning set forth in Section4.2(f).

“General Manager” means the individual selectedand appointed by the Manager with the prior approval of the Executive Committeeto manage and supervise the activities of the Project on a day-to-day basisduring the Operating Period.

“Governmental Approvals” means all permits,licenses, consents and approvals of agencies of the City of North Las Vegas,Nevada, Clark County, Nevada, the State of Nevada   and the United States necessary for theconstruction of the Project (including the Improvements) in accordance with theMaster Development Plan, and operation of the Project, excluding any GamingLicenses or liquor licenses, permits or approvals required to be obtained bythe Member(s).  The material terms andconditions of all Governmental Approvals (excluding Gaming Licenses and liquorlicenses) shall be subject to the prior approval of the Executive Committee; provided,however, that if neither EC Member notifies the Manager within seven (7)calendar days after such written request for approval of a material term thathe objects to such term, the Executive Committee shall be deemed to haveapproved such material term.

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

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

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

(i)            The Gross Asset Values of allCompany assets shall be adjusted to equal their respective gross fair marketvalues, as determined in good faith by the Executive Committee, as of theliquidation of the Company within the meaning of Regulations Section1.704-1(b)(2)(ii)(g); the acquisition of an additional interest in the Companyby any new or existing Member in exchange for more than a *de minimis* Capital Contribution; and thedistribution by the Company to Holding of more than a *de minimis* amount of property asconsideration for Holding’s Membership Interest;

(ii)           The Gross Asset Value of any Companyasset distributed to Holding shall be the gross fair market value of suchasset, as determined in good faith by the Executive Committee, on the date ofdistribution;

(iii)          The Gross Asset Values of Companyassets shall be increased (or decreased) to reflect any adjustments to theadjusted basis of such assets pursuant to Code Section 734(b) or Code Section743(b), but only to the extent that such adjustments are taken into account indetermining Capital Accounts pursuant to Regulations Section1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Valuesshall not be adjusted pursuant to this Clause (iii) to the extent thatan adjustment pursuant to the foregoing Clause (i) is made in connection with atransaction that would otherwise result in an adjustment pursuant to thisClause (iii); and

(iv)          The Gross Asset Value of any assetcontributed to the Company shall be its agreed-upon fair-market value, adjustedfor book depreciation, amortization or other cost recovery deductions forperiods subsequent to its contribution in the manner provided in Clause (vi) ofthe definitions of “Profit” and “Loss.”

“Gross Revenues” means all cash revenues andincome (excluding interest income) of any kind derived from the use oroperation of the Project determined in accordance with GAAP consistently applied,including without limitation, income from gaming activities; income from rentalof guest rooms; food and beverage sales; income from entertainment programs andmerchandise sales; telephone, telegraph and telex revenues; rental or otherpayments from lessees, sublessees and concessionaires and others occupyingspace or rendering services at the Project (but not (A) reimbursements forutilities, taxes or similar matters, or (B) the gross receipts of such lessees,sublessees or concessionaires except to the extent the same is part ofsuch rental payments); income from vending machines; health club fees; and theactual cash proceeds of business interruption or similar insurance and oftemporary condemnation awards 

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after deducting necessary expenses in connection withthe adjustment or collection of such proceeds; excluding, however,to the extent included in cash revenues and income of any kind derived from theuse or operation of the Project and without duplication, (i) any proceeds fromthe sale, financing or refinancing or other disposition of the Project orsubstantially all of the assets of the Company; (ii) any proceeds from thesale, financing, refinancing or other disposition of Furniture, Fixtures andEquipment or other capital assets; (iii) proceeds of any fire, extendedcoverage or other insurance policies (excluding any proceeds of businessinterruption or similar insurance); (iv) condemnation (other than temporary)awards and other amounts received by the Company in lieu of condemnation; (v)any refunds, rebates, discounts and credits of a similar nature given, paid orreturned in the course of obtaining Gross Revenues or components thereof, otherthan complementaries provided to patrons of the Project in the ordinary courseof business and consistent with the Annual Plan and Operating Budget; (vi)gratuities or service charges or other similar receipts which the Company orthe Manager pays to employees or others; (vii) excise, sales, gross receipts,admission, entertainment, tourist, use or similar taxes or charges collected from patrons or guests or as part ofthe sale price for goods, services or entertainment, other than taxes imposedon gaming revenues; (viii) any sum and credits received for lost or damagedmerchandise; (ix) credit card processing fees and costs; and (x) bad debts.

“Holding” has the meaning set forth in theintroductory paragraph.

“Holding Operating Agreement” means thatcertain Operating Agreement of Aliante Holding, LLC, dated as of December 16,2005, by and among Holding, GC and Station (together with all exhibits andschedules thereto), as amended from time to time.

“Hotel/Casinos” has the meaning set forth in ExhibitD.

“Improvements” means (i) all buildings,structures and improvements to be constructed on the Resort Property and allFurniture, Fixtures and Equipment attached to or forming a part thereof(including, without limitation, heating, lighting, plumbing, sanitation, airconditioning, laundry, refrigeration, kitchen, elevator and similar items orsystems, guest rooms, restaurants, bars and banquet, meeting and other publicareas, commercial space, including concessions and shops, garage and parkingspace, storage and service areas, recreational facilities and areas, publicgrounds and gardens, permanently affixed signage, aquatic facilities, and otherfacilities and appurtenances) in accordance with the Master Development Planand (ii) all grading of the Resort Property.

“Incentive Management Fee” means the incentivemanagement fee payable to the Manager pursuant to Section 3.5(b).

“Indemnitee” has the meaning set forth in Section3.29(a).

“License Party” hasthe meaning set forth in Section 5.3.

“Losee Property”means the real property owned by Losee LLC. The Losee Property is legally described on Exhibit E.

“Losee LLC” has themeaning set forth in the Recitals.

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“Manager” means Station or any successor toStation approved by the Executive Committee pursuant to the terms of thisAgreement.

“Master Development Plan” means thecomprehensive development plan (including estimated time lines therefor) forthe Project, including the Design Plan, the Construction Plan, and the Design,Development and Construction Budget, each as may be amended from time to timein accordance with the terms of this Agreement, and all as approved by theExecutive Committee at any time and from time to time pursuant to thisAgreement.  The components of the MasterDevelopment Plan may be approved as a whole or in segments or by components bythe Executive Committee.  The MasterDevelopment Plan shall be amended from time to time to include comparableinformation for any and all Expansion Projects.

“Member” means Holding and any other Personthat is or becomes a party to this Agreement as a member of the Company. Thesole Member of the Company on the Effective Date is Holding.

“Membership Interest” means a Member’sundivided percentage interest in the Company. Such interest includes any and all rights to which such Member may beentitled as provided in this Agreement or the Act, including such Member’sCapital Account, together with all obligations of such Member under thisAgreement or the Act.  Holding’s initialpercentage Membership Interest is 100%

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

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

“Notice Address” has the meaning set forth in Section8.1.

“Notices” has the meaning set forth in Section8.1.

“NVE” has the meaning set forth in Section2.2(c).

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

“Operating Bank Account” means the Bank Accountmaintained by and in the name of the Company for the payment of Operating Costsand the deposit of monies related to the business, which account shall beseparate and distinct from any other accounts, reserves or deposits required bythis Agreement.  The Operating BankAccount shall be an interest bearing account if such an account is reasonablyavailable and all interest earned shall be retained in the Operating BankAccount.

“Operating Consumables” means all food,beverages and other immediately consumable items utilized in operating theProject, such as soap, cleaning materials, matches, stationary, brochures,folios, and other similar items.

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“Operating Costs” means, to the extent includedwithin the Design, Development and Construction Budget, each Expansion ProjectBudget, or the then-current Annual Plan and Operating Budget, or to the extentotherwise approved by the Executive Committee at any time and from time to timepursuant to the terms of this Agreement, all costs and expenses ofconstructing, maintaining, conducting and supervising the operation of theProject which are properly attributable to the Fiscal Month or Fiscal Yearunder consideration in accordance with GAAP, including without limitation:

(i)            the cost of all food and beveragessold or consumed by the Company and of all Operating Supplies and OperatingConsumables, with the exception of the cost of food and beverages and otheritems sold or consumed by lessees and sublessees;

(ii)           salaries, wages and other benefits ofthe Company’s personnel employed with respect to the Project, including costsof payroll taxes and employee benefits, the salaries, wages, benefits, andexpenses, including travel expenses, of third-party consultants;

(iii)          the cost of all other materials, supplies,goods and services used in connection with the operation of the Projectincluding, without limitation, heat and utilities, trash removal, officesupplies, security and all other services performed by third parties, telephoneand data processing equipment and other equipment;

(iv)          the cost of repairs to and maintenanceof the Project to the extent not paid for from the Reserve Fund or by theactual cash proceeds of any fire or casualty insurance after deductingnecessary expenses in connection with the adjustment or collection of suchproceeds;

(v)           insurance and bonding premiums withrespect to the Project, including, without limitation, property damageinsurance, public liability insurance, workers’ compensation insurance, orinsurance required by similar employee benefits acts and such businessinterruption or other insurance as may be provided for protection againstclaims, liabilities and losses incurred with respect to deductibles applicableto the foregoing types of insurance;

(vi)          all taxes, assessments, water/sewercharges, and other fees and charges (other than federal, state or local incometaxes and franchise taxes or the equivalent) payable by or assessed against theCompany with respect to the operation of the Project;

(vii)         legal, consulting, lobbying, politicaland charitable contributions, accounting and other fees for professionals forservices related to the development or operation of the Project;

(viii)        all expenses for marketing the Project,including all expenses of advertising, sales, promotion and public relationsactivities; and

(ix)           all excise, sales, gross receipts,admission, entertainment, tourist or use taxes, gaming taxes and device fees,real estate taxes, ad valorem taxes, personal property 

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taxes, utility taxes andother taxes (as those terms are defined by GAAP), assessments for publicimprovements, and municipal, county and state license and permit fees.

Operating Costsshall include Shared Expenses.  The typeand estimated amount of Shared Expenses and method for calculation of the sameshall be approved by the Executive Committee to fairly distribute the costs ofsuch services when it considers the Annual Plan and Operating Budget; provided,however, that such allocation will not discriminate against the Companyas compared with the allocation of such expenses among other propertiesoperated by Parent, Manager or their Subsidiaries.  For example, subject to the prior sentence,Shared Expenses may include the costs incurred by the Manager, Parent or theirrespective Subsidiaries for direct salary and wages (including, withoutlimitation, employer’s contributions under FICA, unemployment compensation orother employment taxes, and Manager’s, Parent’s or their respectiveSubsidiaries’ regular pension fund contributions, worker’s compensation, grouplife, accident, health and other health insurance premiums, profit sharing, andretirement plans, disability and other similar benefits) paid to or accrued forthe benefit of employees of the Manager, Parent or their respective Subsidiariesthat are assigned to perform a function for the Company that otherwise would befilled by an employee of, or third-party provider to, the Company, prorated tothe extent actually attributable to each such employee’s actual time incurredfor the benefit of the Company.

Operating Costs and Shared Expenses will not include(i) any costs incurred by the Manager, Parent, or Manager’s or Parent’sSubsidiaries, or GC or GC’s Affiliates that are not expressly reimbursable bythe Company pursuant to the terms of this Agreement or the then-current AnnualPlan and Operating Budget, such as general overhead expenses of Station,Manager, or Parent or Manager’s or Parent’s Subsidiaries, or (ii) the BaseManagement Fee or Incentive Management Fee.

“Operating Period” means that time period fromthe Opening until the liquidation of the Company.

“Operating Supplies” means all non-capitalequipment necessary for the day-to-day operation of the Project, including butnot limited to chips, tokens, uniforms, playing cards, glassware, linens,silverware, utensils and dishware.

“Original Operating Agreement” has the meaningset forth in the Recitals.

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

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

“Permanent Financing”means any debt financing incurred by the Company for refinancing or replacing,in whole or in part, the Construction Financing, any Expansion Financing orprior Permanent Financing on terms and conditions approved by the ExecutiveCommittee.

“Permanent Loan Documents”means any and all documents executed in connection with any PermanentFinancing.

 

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

“Pledge/Guaranty Document” and “Pledge/GuarantyDocuments” have the meanings set forth in Section 4.2(f).

“Pre-Opening Period” means that time periodfrom the Effective Date to the Opening.

“Pre-Opening Plan” means a written action planand budget delineating the key actions (with estimated timelines) to be takenby the Manager on behalf of the Company to prepare the Project for the Opening,including recruitment, training, marketing, advertising, operations planningand cost estimates, in each case consistent with the Design, Development andConstruction Budget, which Pre-Opening Plan shall be subject to approval by theExecutive Committee.

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

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

(i)            Any income of the Company that isexempt from federal income tax and not otherwise taken into account incomputing Profits or Losses pursuant to this definition shall be added to suchtaxable income or loss;

(ii)           Any expenditures of the Companydescribed in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B)expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i) and nototherwise taken into account in computing Profits or Losses pursuant to thisdefinition shall be subtracted from such taxable income or loss;

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

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

(v)           Notwithstanding any other provisionof this definition, any items that are specially allocated pursuant to thisAgreement shall be excluded from such taxable income or loss; and

(vi)          If the Gross Asset Value of anyCompany asset is different from its adjusted tax basis at the beginning of theFiscal Year, then, in lieu of the depreciation,

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amortization and othercost recovery deductions taken into account in computing such taxable income orloss, there shall be taken into account an amount which bears the same ratio tosuch beginning Gross Asset Value as the federal income tax depreciation,amortization or other cost recovery deduction bears to such beginning adjustedtax basis; provided, however, that if such beginning adjusted taxbasis is zero, such amount shall be determined with reference to such beginningGross Asset Value using any reasonable method determined by the Manager.

“Project” means, collectively, theImprovements, including all Improvements included as part of each ExpansionProject.

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

“Reserve Fund” means a Bank Account maintainedby and in the name of the Company for the payment of Capital Improvements andReplacements for the Project, which account shall be separate and distinct fromany other accounts, reserves or deposits required by this Agreement.  The Reserve Fund shall be an interest bearingaccount if such an account is reasonably available and all interest earned shallbe retained in the Reserve Fund.

“Resort Property” means the real property uponwhich the Project is to be developed. The Resort Property is legally described on Exhibit F.  The Resort Property shall include theAdditional Property following its acquisition by the Company.

“Restricted Activity” has the meaning set forthin Section 3.8(a).

“Restricted Area” means the property area setforth on Exhibit G.

“Restricted Period” has the meaning set forthin Section 3.8(a).

“Return on Total Project Cost” means, withrespect to any Fiscal Year of the Company, the percentage determined bydividing the Company’s EBITDA for such Fiscal Year by the quotient resultingfrom dividing (i) the Total Project Cost as of the beginning of suchFiscal Year (excluding any Project cost associated with any unopened portion ofthe Project), plus the Total Project Cost as of the end of such FiscalYear (excluding any Project cost associated with any unopened portion of theProject), by (ii) the integer two (2). (In the event that the Incentive Management Fee is payable in any yearin which there are less than twelve (12) calendar months, then the IncentiveManagement Fee shall be calculated in such year utilizing the EBITDA for theactual months (or portions thereof) on an annualized basis, with the Return onTotal Project Costs similarly being determined based on the first and last dayof the applicable period, rather than a Fiscal Year).

“Section 3.8(a)Restrictions” has the meaning set forth in Section 3.8(a).

“Shared Expenses” means Parent’s, the Manager’sor their respective Subsidiaries’ (as the case may be) allocated out-of-pocketcosts (not including any mark-up or other profit margin) for shared employeesand for shared services related to the Project as approved by the Executive

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Committee (examples of Shared Expenses and method forallocating the same are set forth on Exhibit D).

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

“Station Contribution”has the meaning set forth in the Recitals.

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

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

“Station Pledgors” has the meaning set forth inSection 4.2(f).

“Station/Holding Capital Contribution” meanseach capital contribution that (a) Station is required to make to Holdingpursuant to the terms of the Holding Operating Agreement and (b) which isdesignated in writing by Holding, at the time it makes the capital contributioncall therefor, as an “Aliante Additional Capital Call” in accordance with theterms and conditions of the Holding Operating Agreement.

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

“Tax Matters Member” has the meaning set forthin Section 3.9.

“TC” means that certain Title Commitment, No.05-09-1341-DTL (1st Amendment), issued by the Nevada TitleCompany, dated as of November 17, 2005, at 7:30 a.m.

“Temporary Cell Tower Leases” means those temporarycell tower leases that encumber the Resort Property.

“Timetable” has the meaning set forth in Section3.13(tt).

“Total Project Costs” means the totalinvestment in the land, property, improvements, plant and equipment of theProject, in accordance with GAAP, plus pre-opening expenses, butexcluding amortization and depreciation.

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

“Transition Period” has the meaning set forthin Section 4.2(h).

“Unsuitable Person” means the Company, Holding,Manager or an officer or EC Member of the Company, Parent, GC or an Affiliateof any such Persons, (i) who is denied or refused a Gaming License by anyGaming Authority in the State of Nevada, disqualified from eligibility for aGaming License necessary for the ownership of or participation innon-restricted gaming in the State of Nevada, determined to be unsuitable toown or control a Membership Interest or

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determined to be unsuitable to be connected with aPerson engaged in gaming activities in the State of Nevada by a GamingAuthority or otherwise fails to obtain a Gaming License necessary for theownership of or participation in non-restricted gaming in the State of Nevada,or (ii) whose continued involvement in the business of the Company as a Member,Manager, officer, employee or otherwise, (A) causes the Company to lose or tobe threatened with the reasonably likely loss of any Gaming License, or (B) isdeemed likely, in the reasonable discretion of the EC Members and based onverifiable information or information received from the Gaming Authorities, tojeopardize or adversely affect the likelihood that the Gaming Authorities willissue a Gaming License to the Company or to adversely affect the Company’s useof or entitlement to any Gaming License or that of Holding, GC, Station orParent, or any of their Affiliates.

“Voting Stock” means all issued and outstandingshares of a Person’s stock of any type, or class or any other security issuedby such Person, entitling the holder of such stock or other security to votefor any member of such Person’s board of directors or otherwise with respect tothe control and affairs of such Person.

“Withheld Taxes” has the meaning set forth in Section4.5(b).

**ARTICLEII**

**Formation**

2.1           Formation.  The Company was formed by the filing of theArticles with the Nevada Secretary of State on December 16, 2005.

2.2           Name;Licenses.

(a)           Name.  The name of the Company is “Aliante Gaming, LLC,” and all businessof the Company shall be conducted in such name or in any other name or namesthat are selected by the Manager with the prior approval of the ExecutiveCommittee.

(b)           Licensefrom Parent.  Subject to ExecutiveCommittee approval, the name of various portions of the Project may includesome variation of the words “Station Casino,” and Parent shall license to theCompany such name and all associated trademarks, logos and systems necessary for use in connection with the operation ofthe Project pursuant to a license agreement executed contemporaneously withthis Agreement. On the Effective Date, Parent and the Company shall enter intoa License and Support Agreement in substantially the form attached hereto as AttachmentI.  

(c)           Licensefrom NVE.  Subject to ExecutiveCommittee approval, the name of various portions of the Project may includesome variation of the word “Aliante,” and GC or its affiliate(s) shall licenseto the Company such name and all associated trademarks and logos necessary foruse in connection with the operation of the Project pursuant to a licenseagreement executed contemporaneously with this Agreement.  On the Effective Date, GC shall cause NorthValley Enterprises, LLC, an affiliate of GC (“NVE”), to enter into withthe Company, and the Company shall enter into with NVE, a License Agreement insubstantially the form attached hereto as Attachment II, or as otherwiseagreed by the Executive Committee.

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2.3           Purposesand Powers.  The purpose of theCompany is to develop and operate the Project. In connection therewith, the Company shall have authority to engage inany lawful business, purpose or activity permitted by the Act, and it shallpossess and may exercise all of the powers and privileges granted by the Act orwhich may be exercised by any limited liability company organized pursuant tothe Act, together with any powers incidental thereto, so far as such powers orprivileges are necessary or convenient to the conduct, promotion or attainmentof the business, purposes or activities of the Company.

2.4           RegisteredAgent and Registered Office.  TheManager shall constitute the Company’s registered agent for purposes of the Actand the Manager shall maintain the registered office of the Company as requiredby the Act.  The address of the Company’sinitial registered office shall be 2411 Sahara Avenue, Las Vegas, Nevada89102.  In addition to any recordsrequired by the Act, the Manager shall maintain the following records at theregistered office: (a) a current list of the full name and last known businessaddress of Holding, as the sole Member, and the Manager; (b) a copy of thefiled Articles and all amendments thereto, together with executed copies of anypowers of attorney pursuant to which any document has been executed; (c) copiesof the Company’s federal, foreign, state and local income tax returns andreports, if any, for the three (3) most recent years; (d) copies of this Agreementand any amendments thereto; and (e) any financial statements of the Company forthe three (3) most recent years.  TheCompany’s registered agent and office may be changed by the ExecutiveCommittee.

**ARTICLEIII**

**Management**

3.1           TheManager.  Subject to this Agreement,the approval rights vested in the Executive Committee and Holding pursuant tothis Agreement and any approval rights vested in the members of Holding, thesole responsibility and authority for the management of the Company is vestedin the Manager, and the Manager shall have the complete right and authority tomanage the business and affairs of the Company. The rights, duties and obligations of Station as Manager are personal toStation based on Station and Parent’s unique experience and, except asexpressly set forth in this Agreement, may not be transferred, assigned ordelegated without the prior approval of the Executive Committee.  Except as limited in Section 3.7, anyduly authorized officer of the Manager shall have the authority to act onbehalf of the Manager.  Except as setforth in this Agreement, the Manager may not resign without the approval of theExecutive Committee and may be removed only as expressly set forth in thisAgreement.  Holding, in its capacity asthe sole Member, shall not constitute an agent of the Company or have anyauthority to act for or bind the Company. The EC Members agree that they shall use commercially reasonable effortsto cooperate with the Manager as reasonably requested by the Manager incarrying out its duties under this Agreement and in complying with anyrestrictions placed on Holding, the EC Members or the Company by any GamingAuthority.  Notwithstanding theforegoing, the Manager shall not have the authority to dissolve or liquidatethe Company except in compliance with Article VI.

(a)           Standardof Care.  In conducting themanagement of the Company, the Manager shall (i) comply with the provisions ofthis Agreement, and (ii) act in good faith in a manner

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reasonably believed to be in the best interests of theCompany and with the same care as a prudent person would exercise in themanagement of its own hotel and gaming properties.  Subject to the foregoing, the Manager mayreasonably rely on information, opinions, reports or statements prepared orpresented by officers, employees or other agents of the Company acting withinthe scope of their employment or by counsel, public accountants or otheradvisors to the Company.

(b)           Standardof Operation.  The Manager shalloperate the Project (in its respective constituent components and taken as awhole) to a standard of operation at least as high as the standard ofoperations at the Parent’s or the Parent’s Subsidiaries’ larger, higher qualityresorts (in their respective components and each taken as a whole) as of theEffective Date (such as Santa Fe Station Hotel & Casino and Sunset StationHotel & Casino, but not including Green Valley Ranch Station Casino or RedRock Resort Spa Casino), unless the Annual Plan and Operating Budget would notreasonably allow the maintenance of such standard of operation.

3.2           Expenseof Construction; Matters Relating to Construction and Development; MattersRelating to Financing the Construction of the Project.

(a)             Subject to the Design, Development andConstruction Budget approved by the Executive Committee, the Company shall paythe fees, costs and expenses of planning, constructing, financing, designing,equipping, decorating and furnishing the Project; provided, however,that all fees, costs and expenses of relocating the drainage easement on theResort Property shall be the sole obligation, liability and responsibility of,and shall be paid solely by, GC and/or its Affiliates and shall not be anobligation, liability or the responsibility of Holding, the Company, Parent orStation.  The Parties agree that if thedesign of the Project does not accommodate the existing drainage easement ateither its present location or an alternative location requested by GC andapproved by the Executive Committee, such easement shall be relocated to thearea designated on Exhibit H.

(b)           TheParties further agree as follows:

(i)            [Reserved.]

(ii)           Upon not less than thirty (30) daysprior notice, the Manager, at the direction of the Executive Committee, mayterminate the Temporary Cell Tower Leases at such time as the temporary celltower facilities interfere with the development of the Project.  Following such termination, the Company shallenter into a permanent cell tower leases on commercially reasonable terms forthe placement of permanent cell tower facilities at a location on the ResortProperty reasonably approved by the Executive Committee.

(iii)          The Company shall assume suchobligations, if any, to construct the extension of Elkhorn Road from ValleyDrive to Clayton Street as were imposed on NVE as a condition to approval ofthe Master Transportation Study for the Aliante Master Development PlannedCommunity which such condition was set forth as Item 5 in correspondence datedNovember 13, 2001, from the City of North Las Vegas, Nevada, to G.C. Wallace.

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(iv)          The Company shall enter into one ormore unrecorded license agreements in form and substance approved by theExecutive Committee with respect to the temporary placement of constructiontrailers and spoils (including caliche) stockpile on portions of the ResortProperty by an Affiliate of GC and third parties.

(v)           Upon the expiration of the licenseagreements (or, if no such license agreements are entered into, upon not lessthan ninety (90) days’ prior written notice provided by the Company), GC shallcause all loose construction and other debris that is on the Resort Property onthe Effective Date or placed thereon thereafter pursuant to such licenseagreements to be removed therefrom at the sole expense of GC.

3.3           Manager’sDuties During Pre-Opening Period. During the Pre-Opening Period, the Manager shall make available to theCompany and the EC Members its unique experience in the design and planning ofmodern hotels and casinos.  The Managershall supervise the planning, designing, construction, equipping, decoratingand furnishing of the Project.  Withoutlimiting the foregoing, the Manager shall have the duties and responsibilitiesset forth on Schedule 3.3 during the Pre-Opening Period.

3.4           Manager’sDuties During Operating Period and With Respect to Expansion Projects.  During the Operating Period, the Managershall provide to the Company all services customarily provided by Parent,Station or their respective Subsidiaries or Affiliates to other casinos ownedor controlled by Parent, including financial, accounting, marketing,reservations, human resources and risk management services, shall afford theCompany the benefit of group purchasing and similar services, and shall,subject to the Annual Plan and Operating Budget, take commercially reasonablesteps to include the Company in such promotions being offered through Parent’s(or its Subsidiaries’ or Affiliates’) other casinos in the Las Vegas area.  In addition, the Manager shall provide theCompany with the services of senior management personnel of Parent to theextent required to enable the Company to conduct its operations in accordancewith Section 3.1(b).  Withoutlimiting the foregoing, during the Operating Period, and, to the extentapplicable, prior to the Operating Period, and for each Expansion Project, theManager shall have the responsibilities and duties set forth on Schedule 3.4.

3.5           Compensationof the Manager.  In addition to otherreimbursements expressly provided for in this Agreement, during the Operating Periodbut except for any period occurring after Station has been removed as Managerpursuant to Section 3.6(a), and subject to Section 3.6(b) and paragraph(k) of Schedule 3.4, the Company shall pay to Station when it is theManager the amounts set forth below in this Section 3.5.

(a)           BaseManagement Fee.  The Company shallpay the Manager a Base Management Fee equal to two percent (2%) of the Company’sGross Revenues for the applicable period. The Base Management Fee for each Fiscal Year during the Operating Periodwill be paid in monthly installments in arrears immediately following thedelivery of the Company’s financial statements for each Fiscal Month.  After the delivery of the Company’s auditedfinancial statements for each Fiscal Year, appropriate adjustments shall bemade for any overpayment or

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underpayment of Base Management Fees during suchFiscal Year on the next monthly installment of Base Management Fees due.

(b)           IncentiveManagement Fee.  In addition to theBase Management Fee, the Company shall pay the Manager an Incentive ManagementFee in an amount equal to the sum (determined without duplication) of(i) five percent (5.0%) of the Company’s EBITDA during the Operating Period forthe applicable Fiscal Year to the extent such EBITDA is positive and representsa Return on Total Project Cost of up to fifteen percent (15.0%), and(ii) ten percent  (10.0%) on that portionof the Company’s EBITDA during the Operating Period for such Fiscal Year thatexceeds a fifteen percent (15.0%) Return on Total Project Costs; provided,however, that the Incentive Management Fee for any Fiscal Year shall notexceed an amount equal to five and four tenths percent (5.4%) of the Company’sEBITDA for the applicable Fiscal Year. Five percent (5.0%) of the Company’s monthly EBITDA shall be paidmonthly in arrears immediately following delivery of the Company’s financialstatements for each Fiscal Month as a partial payment on the annual IncentiveManagement Fee.  After the delivery ofthe Company’s audited financial statements for each Fiscal Year, appropriateadjustments shall be made for any overpayment or underpayment of the IncentiveManagement Fees during such Fiscal Year on the next monthly installment ofIncentive Management Fees due.

(c)           ExpenseReimbursement.  The Company shall beresponsible for all Operating Costs incurred in accordance with the terms andprovisions of this Agreement, including the Annual Plan and Operating Budget,and will reimburse all such Operating Costs incurred thereby by or on behalf ofthe Manager, Holding, Parent, Station or GC pursuant to an approved Annual Planand Operating Budget.

3.6           Removalof the Manager.

(a)           Solong as GC is not in material breach of the provisions of the Holding OperatingAgreement or this Agreement, the GC EC Member may give notice to the Managerthat it desires to remove Station as the Manager:

(i)            upon thirty (30) days prior writtennotice in the event that Station defaults upon the making of any requiredStation/Holding Capital Contribution to Holding, if Station has not made suchStation/Holding Capital Contribution within the time period required thereforunder the Holding Operating Agreement, including any applicable cure period;

(ii)           upon not fewer than ten (10) daysprior written notice in the event (A) Station’s Gaming License is revoked or issuspended for more than thirty (30) days in any calendar year (provided,however, that Station shall not act as Manager during any such period ofrevocation or suspension), (B) Station becomes Bankrupt, or (C) a trustee inbankruptcy is appointed for Parent, a receiver is appointed for substantiallyall of the assets of Parent, or Parent is Bankrupt and because of suchBankruptcy Station is unable to fulfill the material terms of its obligationsas Manager; provided, however, that, in no event may the GC ECMember remove Station as Manager upon a determination that Station is anUnsuitable Person until the conditions contained in Clause (A) of this Clause

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(ii) have been satisfied;provided, further, for the time that Station is not acting asManager, it shall not receive the compensation set forth in Section 3.5;

(iii)          upon thirty (30) days prior writtennotice in the event that Station engages in an act or omission that is grosslynegligent, reckless or constitutes intentional misconduct, and such action oromission has a material adverse effect on the Company (including, but notlimited to, the failure to comply with the covenant set forth in Paragraph(k) of Schedule 3.3); provided, however, that suchtermination shall be effective with respect to any such action or omission thatis susceptible to complete cure (*i.e*.,as if there has been no such action or failure to act) only if such action orfailure to act has remained uncured at the end of such thirty (30) day period;or

(iv)          if Station no longer is a member ofHolding.

The GC EC Membershall give Station notice of its desire to remove Station as Manager pursuantto Section 3.6(a) within sixty (60) days after the GC EC Member hasactual knowledge of the events giving rise to the right to remove Station.  If the GC EC Member does not give suchwritten notice within such sixty (60) day period, then the GC EC Member shallnot have a right to remove Station based on the grounds for which it had suchactual knowledge; provided, however, that nothing herein shallprevent the GC EC Member from removing Station if it subsequently has actualknowledge of further ground(s) for removal.

(b)           Notwithstandingthat the GC EC Member may not have grounds to remove Station as the Managerpursuant to Section 3.6(a), the GC EC Member nonetheless may bring anaction on its own behalf or on behalf of the Company, at law, equity orpursuant to other available remedies against Station as the Manager for breachof its material obligations hereunder (including, but not limited to materialbreach of the standards of care and operation) as the Manager and for anydamages or other costs incurred by the GC EC Member or the Company as a resultof such breach, including, but not limited to, during the design andconstruction phase of the Project.  TheCompany may offset any final non-appealable judgment against the Manageragainst any fees owed Manager pursuant to Section 3.5.

(c)           Inthe event that Station is removed as Manager, Station shall have the right torequire GC to acquire Station’s entire membership interest in Holding asprovided for in the Holding Operating Agreement.

3.7           Officers.  Subject to applicable provisions of theGaming Laws, the Manager shall have the authority to appoint and remove, in itssole discretion, Persons serving as operating (as opposed to corporate)officers of the Company subordinate to the General Manager and to delegate tosuch Persons such duties and responsibilities as the Manager shall deem to bein the best interests of the Company (except that the Manager shall notbe permitted to delegate the essential management and supervisory functions ofthe General Manager).  All suchappointments and delegations may be revocable at will by the Manager.  Notwithstanding the foregoing, the Companyshall engage a Construction Manager approved by the Executive Committee at alltimes during the Pre-Opening Period, an Expansion Project Construction Managerduring the period of the construction of any Expansion Project and a GeneralManager approved by the Executive Committee at all times during the OperatingPeriod.  Either EC

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Member may require the Manager to discharge theConstruction Manager, Expansion Project Construction Manager or the GeneralManager in the event that, after notice from the Manager to such Person and asixty (60) day opportunity to cure, such Person’s performance is unsatisfactoryto such EC Member.  The second request bythe same EC Member to discharge the Construction Manager, Expansion ProjectConstruction Manager or the General Manager shall result in termination of suchPerson by the Manager without further notice or opportunity to cure.  If any Person appointed to serve as anofficer of the Company is found to be an Unsuitable Person, the Manager shallimmediately remove such person as an officer and such Person shall thereuponautomatically cease to be an officer.

3.8           Conflictsof Interest; Right to Participate.

(a)           Untilthe fifth (5th)anniversary of the date of the Opening (the “Restricted Period”), (i)none of the Fertitta Persons, whether alone or with other Persons, shall,directly or indirectly, own, develop, manage or operate all or any portion ofany hotel and/or casino (other than an Exempt Property) within the RestrictedArea and (ii) none of the Greenspun Persons, whether alone or with otherPersons, shall, directly or indirectly, own, develop, manage or operate all orany portion of any hotel and/or casino (other than an Exempt Property) withinthe Restricted Area (either of the foregoing (i) or (ii) being referred toherein as a “Restricted Activity”) (the restrictions set forth in this Section3.8(a) are referred to herein as the “Section 3.8(a) Restrictions”);provided, however, that:

(A)          the Section 3.8(a) Restrictions shallnot apply to the Losee Property;

(B)           the Section 3.8(a) Restrictions shallnot apply to any New Property (as defined in and) subject to the HoldingOperating Agreement; and

(C)           the Section 3.8(a) Restrictions shallnot prohibit the Greenspun Persons from collectively and in the aggregateowning less than five percent (5%) of the publicly traded Voting Stock of acompany involved in a Restricted Activity, or prohibit Parent, and the FertittaPersons from collectively and in the aggregate owning less than five percent (5%)of the publicly traded Voting Stock of a company involved in a RestrictedActivity, in both cases only so long as such investment is passive and withoutany ability or intent to exercise influence or control over the management ordirection of the entity in which the Voting Stock is owned.

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

(c)           Subjectto Sections 3.8(a) and 3.8(b) and any restrictions or conditionsset forth in the Holding Operating Agreement, each Fertitta Person and eachGreenspun Person shall be entitled to enter into any transaction that may beconsidered to be competitive with, or a business

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opportunity that may be beneficial to, the Company orto Holding.  Any transactions oragreements (other than transactions or agreements expressly contemplated bythis Agreement, including reimbursement of Shared Expenses, as long as suchtransactions are otherwise in compliance with this Agreement) between theFertitta Persons and the Greenspun Persons (on the one hand) and the Company(on the other) (any such transaction referred to herein as an “AffiliateTransaction”) shall be disclosed to the EC Members and members of Holdingin advance and shall be on commercially reasonable, arms-length terms that areno less favorable to the Company or Holding than could be obtained from anindependent third party.  No transactionwith the Company shall be voidable solely because a Fertitta Person or aGreenspun Person has a direct or indirect interest in the transaction if either(i) the transaction is fair to the Company or (ii) the disinterested Manager orthe disinterested EC Member, in either case knowing the material facts of thetransaction and the Fertitta Person’s or Greenspun Person’s interest,authorize, approve or ratify the transaction. Notwithstanding the foregoing, any loans to the Company by a FertittaPerson, a Greenspun Person or one or more of their Affiliates shall require theapproval of the Executive Committee pursuant to the terms of this Agreement.

(d)           TheParties acknowledge that an Affiliateof GC shall be the “declarant” under the declaration of covenants, conditionsand restrictions affecting the Resort Property, and that the “declarant” maytake actions that are inconsistent with this Agreement, or not in the bestinterest of the Company, and Holding and GC shall not be in breach hereof byreason of such actions and “declarant” shall not have any duty under thisAgreement to Station, Parent, Holding or the Company; provided, however,that nothing in this Section 3.8(d) shall permit such Affiliate “declarant”to engage in a Restricted Activity.

(e)           TheSection 3.8(a) Restrictions shall survive the withdrawal, expulsion or othertermination of GC or Station as a member of Holding, through the earlier tooccur of the date that is five (5) years after the date of the Opening or three(3) years after the withdrawal, expulsion, buyout or termination of GC orStation as a member of Holding.  Therights afforded the parties in Section 3.8(b) hereto and the applicableprovisions of the Holding Operating Agreement shall not apply to any realproperty acquired by a Fertitta Person or a Greenspun Person after the date ofwithdrawal, expulsion, buy-out or other termination of GC or Station as amember of Holding; provided, that any such real property shall remainsubject to the Section 3.8(a) Restrictions as provided in the precedingsentence.

3.9           TaxMatters Partner.  Holding is herebydesignated as the “tax matters partner” of the Company under Code Section6231(a)(7) (the “Tax Matters Member”). The Tax Matters Member shall give prompt notice to Holding of (i) thereceipt by the Tax Matters Member of written notice that a federal, state orlocal taxing authority intends to examine the Company’s income tax returns forany year; (ii) receipt by the Tax Matters Member of written notice of a finalpartnership administrative adjustment under Code Section 6223; and (iii)receipt by the Tax Matters Member of any request from the Internal RevenueService for waiver of any applicable statute of limitations with respect to anytax return of the Company.  The TaxMatters Member may not extend or waive the statute of limitations or take anyother action that would compromise any tax position of the Company or Holding,without the approval of the Holding, GC or Station.

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3.10         Liabilityof Holding, as a Member, and Station, as Manager.  Except as otherwise provided by the Act, (a)Holding (and its members) shall not be obligated personally for any debt,obligation or liability of the Company, solely by reason of being the soleMember, and (b) Station, as the Manager, shall not be obligated personally forany debt, obligation or liability of the Company or any Member solely by reasonof being the Manager.  Except asotherwise provided in this Agreement or by applicable law, neither Holding, asthe sole Member, nor the Manager shall have any fiduciary or other duty to theCompany or Holding with respect to the business and affairs of theCompany.  The Company shall indemnifyHolding (and each of its members) and hold Holding (and its members) harmlessfrom and against any and all debts, obligations, and liabilities of theCompany, if any, to which Holding(or any of its members) becomes subject solelyby reason of being a Member (or a member of Holdings), whether arising in contract,tort or otherwise; provided, however, that the indemnificationobligation of the Company under this Section 3.10 shall be paid onlyfrom the assets of the Company .

3.11         ProhibitionAgainst Publicly Traded Partnership. The Manager shall take all action necessary to prevent the Company fromqualifying as a publicly traded partnership within the meaning of Section 7704of the Code.

3.12         TheExecutive Committee.  There shall bean executive committee (the “Executive Committee”) of the Companycomprised of one (1) representative of each of Station (the “Station ECMember”)  and GC (the “GC ECMember”), so long as such Persons remain as members of Holding.  The initial Station EC Member designated byStation shall be Frank J. Fertitta III, and the initial GC EC Member designatedby GC shall be Brian L. Greenspun so long as they are alive and not disabledand are not found to be Unsuitable Persons. Station and GC shall designate their respective replacement appointees tothe Executive Committee in writing to the Company and Holding and, exceptas set forth in the immediately preceding sentence, GC and Station may removetheir respective EC Members at any time by written notice to the otherparties.  Subject to Section 4.3(c) ofthe Holding Operating Agreement, at all times the GC EC Member shall be aGreenspun Family Member, and the Station EC Member shall be either a FertittaFamily Member or a Station Officer. ** **Subject to Section 4.3(c) of theHolding Operating Agreement, at any time a vacancy is created on the ExecutiveCommittee by death, removal (with or without cause) or resignation, no actionshall be taken by the Executive Committee until the Executive Committee isreconstituted in accordance with the provisions of this Section 3.12,unless the member of Holding that is entitled to nominate such replacementmember of the Executive Committee shall consent to the taking of suchaction.  In the event of a Transferpermitted pursuant to Section 5.2(a) of Holding’s entire MembershipInterest, the transferee shall have the power to remove the existing ECMember(s) and appoint one (1) or more replacement EC Members; provided, however,that if Station continues to serve as the Manager following such transfer, thetransferee’s proposed replacement EC Member(s) must be approved, in advance, byStation.  If any Person appointed toserve as an EC Member is found to be an Unsuitable Person, such Person shallimmediately be removed as an EC Member and shall thereupon automatically ceaseto be an EC Member.

3.13         DecisionsSubject to Executive Committee Approval. Notwithstanding the powers of the Manager pursuant to Section 3.1,the following matters shall require the prior unanimous approval of theExecutive Committee:

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(a)           Anycontracts, agreements (whether written or oral) or commitments (includingleases of Furniture, Fixtures and Equipment) which (i) obligate the Company fora period of more than one (1) year, and (ii) subject to the Company topotential liability or payments of $250,000 or more (including any extensionsthereof);

(b)           Anysale of any portion of the assets of the Company having a fair market value of$500,000 or more;

(c)           Theterms of the Construction Financing, any Expansion Financing and PermanentFinancing, together with the terms of any other financing for the improvement,construction or operation of the Project (including lease/purchase or similarfinancing transactions) which subjects the Company to principal and interestpayment obligations equaling or exceeding $1,000,000 in any Fiscal Year;

(d)           Anydecision (i) to approve an Expansion Project Loan Document, (ii) to amend orwaive any material provisions of Construction Loan Documents, Expansion ProjectLoan Documents or Permanent Loan Documents, (iii) that is reasonably likely tocause an event of default under the Construction Loan Documents, ExpansionProject Loan Documents or Permanent Loan Documents, (iv) that is reasonablylikely to materially expand the liability of, or materially diminish the rightsof, the Company under the Construction Loan Documents, Expansion Project LoanDocuments or Permanent Loan Documents, (v) to acquire any portion of the loans(whether revolving or term) under the Construction Financing, ExpansionFinancing or Permanent Financing, whether by assignment, purchase, participationor otherwise, (vi) to engage in an acquisition (as such term may be defined inany financing documents), or (vii) that has the effect of extending thematurity of any of the obligations under any financing documents;

(e)           Ifany Construction Financing, Expansion Financing or Permanent Financing permitsthe Company to increase the aggregate amount of the facility beyond the dollaramount determined by the Executive Committee at the time it approves suchConstruction Financing, Expansion Financing or Permanent Financing, then theCompany may not draw upon any amount in excess of such specified dollar amountwithout Executive Committee approval;

(f)            TheCompany shall not permanently reduce any portion of any Construction Financing,Expansion Financing or Permanent Financing more quickly than the requiredpayment and amortization schedule stated in the Construction Loan Documents,Expansion Project Loan Documents or Permanent Loan Documents without the priorwritten approval of the Executive Committee;

(g)           Anylease termination or acquisition of a tenant’s business that exceeds $250,000;

(h)           EachAnnual Plan and Operating Budget and any amendments thereto;

(i)            Thevalue of any Capital Contribution made in property other than money;

(j)            Theindividual to be retained as the Construction Manager;

(k)           Thegeneral contractor, and the construction, architectural, interior design andlandscaping firms for the Project;

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(l)            TheConstruction Plan (which may be approved as a whole or in segments or bycomponents);

(m)          TheDesign Plan and the Design, Development and Construction Budget (each of whichmay be approved as a whole or in segments or by components);

(n)           Withrespect to each and every Expansion Project, the Expansion Project Budget,Expansion Project Construction Manager, Expansion Project Construction Plan andExpansion Project Design Plan;

(o)           Theindividual to be retained as the General Manager;

(p)           Thematerial terms and conditions of all Governmental Approvals (other than GamingLicenses and liquor licenses); provided, however, that if neitherEC Member notifies the Manager within seven (7) calendar days after receipt ofa written request for approval of a material term of any Governmental Approvalthat he objects to such term, the Executive Committee shall be deemed to haveapproved such material term;

(q)           Approvalof the resignation of the Manager required pursuant to Section 3.1,and  appointment of a successor Manager;

(r)            TheMaster Development Plan (which may be approved as a whole or in segments or bycomponents);

(s)           Thetype and estimated amount of Shared Expenses and method for calculation of suchShared Expenses;

(t)            Theadoption of and any amendments to the Pre-Opening Plan;

(u)           Thename(s) under which the Company will conduct business;

(v)           Anychange to the registered agent and/or office;

(w)          Anyloans to the Company by Holding or an Affiliate of Holding;

(x)            Theform, amount and timing of any additional Capital Contributions;

(y)           [Reserved];

(z)            Subjectto first obtaining the prior approval of all of the members of Holding,admission of a new Member pursuant to Section 5.1, Transfers pursuant toSection 5.2(a) and each and all of the amendments to this Agreementrequired, necessary or desirable to give effect to the admission of such newMember or such Transfer;

(aa)         Thetime, date, location, matters to be addressed, manner and effectiveness ofnotices, quorum requirements, voting requirements, waiver of notice of, therules regarding written consents in lieu of and all other matters relating tomeetings of EC Members and the Members;

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(bb)         [Reserved];

(cc)         Anychange order that materially changes the Design Plan, Construction Plan,Design, Development and Construction Budget or Master Development Plan; provided,however, that if neither EC Member notifies the Manager within seven (7)calendar days after receipt of a written request for approval of such changeorder that he objects to such change order, the Executive Committee shall bedeemed to have approved such change order;

(dd)        Capital Improvements and Replacements and expenditures therefor;

(ee)         Anydecision to contest the validity or application of any governmentalrequirement;

(ff)           Enteringinto any union contracts;

(gg)         Anydecision to contest any tax payment or assessment or any governmental orregulatory order or requirements;

(hh)         Theaccounting firm to be retained to perform the audits of the Company’s annualfinancial statements;

(ii)           Establishmentof reserve funds in addition to the Reserve Fund;

(jj)           Anytenant, licensee or concessionaire and the terms of the leases, licenses orother occupancy agreements with respect thereto;

(kk)         Thedecision to commence or defend any legal action (or settlement thereof) wherethere is a reasonable possibility of exposure to the Company in excess of$250,000 or that could have a material adverse effect on the operation of theProject; provided, however, that if neither EC Member notifiesthe Manager within seven (7) calendar days after receipt of a written requestfor approval of the institution of such action or defense (or settlementthereof), the Executive Committee shall be deemed to have approved such action;

(ll)           Retaininglegal counsel with respect to such actions described in Clause (kk);

(mm)       Theestablishment of parameters within which the Manager may make change orderswith respect to any Expansion Project without the approval of the ExecutiveCommittee;

(nn)         Subjectto first obtaining the prior approval of all of the members of Holding,dissolution of the Company pursuant to Section 6.1(a);

(oo)         Anypermitted encumbrances in addition to the Permitted Exceptions (as defined inthe Holding Operating Agreement);

(pp)         Anymaterial change to the interior or exterior use, operation, functionality orappearance of the Project; provided, however, that if neither ECMember notifies the Manager within seven (7) calendar days after receipt of awritten request for approval of such material

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change that the EC Member objects to such materialchange, the Executive Committee shall be deemed to have approved such materialchange;

(qq)         (i)Filing or causing to be filed any petition, action or an assignment by or onbehalf of the Company for the benefit of creditors or in Bankruptcy or forsimilar relief under any statute, law or regulation, (ii) admitting or failingto contest the material allegations of a petition filed against the Company inany proceeding for reorganization, involuntary Bankruptcy or other similarproceeding or (iii) appointing, consenting to or acquiescing to the appointmentof a trustee, receiver or liquidator of the Company;

(rr)           Theterms and conditions of the acquisition, and the acquisition, of the AdditionalProperty;

(ss)         Thepreliminary conceptual architectural design for the Project (not including anyExpansion Projects), which the EC Members shall use their best efforts to agreeon within six (6) months of the Effective Date;

(tt)           Thepreliminary timetable for construction and opening of the Project (the “Timetable”)(not including any Expansion Projects), which the EC Members agree to use bestefforts to agree on within six (6) months of the Effective Date;

(uu)         Thepreliminary construction budget for the Project (not including any ExpansionProjects), which the EC Members shall use their best efforts to agree on withinsix (6) months of the Effective Date;

(vv)         Theterm sheet for the Construction Financing and Permanent Financing for theProject, which the EC Members shall use their best efforts to agree upon, andto obtain written expressions of interest from one or more lenders interestedin providing such financing to the Company, within six (6) months of theEffective Date; and

(ww)       Subjectto first obtaining the prior approval of all of the members of Holding,approval of a Restricted Activity by a Person;

(xx)          Subjectto first obtaining the prior approval of all of the members of Holding,approval of an Affiliate Transaction which is not on commercially reasonableterms no less favorable to the Company than could be obtained from anindependent third party;

(yy)         Subjectto first obtaining the prior approval of all of the members of Holding,amendments to the Articles and any amendment of this Agreement;

(zz)          Subjectto first obtaining the prior approval of all of the members of Holding, anysale of the business or substantially all of the assets of the Company, ormerger of the Company in which the Company is not the surviving entity andHolding does not hold a majority of the Voting Stock of the entity survivingsuch merger, which sale or merger is not an arms-length bona fide fair marketvalue transaction; and

(aaa) Any other decision reserved to, or approvalrequired by, the Executive Committee pursuant to this Agreement.

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3.14         Placeof Meetings and Meetings by Telephone. All meetings of the Executive Committee may be held at any place thathas been designated from time to time by resolution of the EC Members.   In the absence of such a designation,regular meetings shall be held at the principal place of business of theCompany.  Any meeting, regular orspecial, may be held by conference telephone or similar communicationsequipment so long as all EC Members participating in the meeting can hear oneanother, and all EC Members participating by telephone or similarcommunications equipment shall be deemed to be present in person at themeeting.

3.15         RegularMeetings.  The Executive Committeeshall not be required to have regular meetings, except as otherwisedetermined by the Executive Committee.

3.16         SpecialMeetings.  Special meetings of theExecutive Committee for any purpose or purposes may be called at any time byone (1) EC Member.  Notice of the timeand place of a special meeting shall be given and deemed received pursuant to Section8.1.

3.17         Quorum.  All of the EC Members shall constitute aquorum for the transaction of business, except to adjourn as provided inSection 3.20.

3.18         Mannerof Acting.  Every act or decision ofthe Executive Committee shall require the affirmative unanimous approval of allof the EC Members.

3.19         Waiverof Notice.  Notice of any meeting ofthe Executive Committee need not be given to any EC Member who either before orafter the meeting signs a written waiver of notice, a consent to holding themeeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of themeeting.  All such waivers, consents, andapprovals shall be filed with the records of the Company or made a part of theminutes of the meeting.  Notice of ameeting shall also be deemed given to any EC Member who attends the meetingwithout protesting before or at its commencement the lack of notice to that ECMember.

3.20         Adjournment.  If a quorum is not present, any EC Memberpresent (including all EC Members participating as permitted by Section 3.14),whether or not constituting a quorum, may adjourn any meeting to another timeand place.  Notice of the time and placeof holding an adjourned meeting need not be given unless the meeting isadjourned for more than forty eight (48) hours, in which case notice of thetime and place shall be given before the time of the adjourned meeting in themanner specified in Section 3.16.

3.21         ActionWithout a Meeting.  Any action to betaken by the Executive Committee at a meeting may be taken without such meetingby the written consent of all of the EC Members.  Any such written consent may be executed andgiven by telecopy or similar electronic means.

3.22         Resignation.  Any EC Member may resign at any time bygiving written notice to the other EC Member, the Company, Holding, Station andGC.  The resignation of any EC Membershall take effect upon receipt of notice thereof or at such later time as shallbe specified in such notice; and, unless otherwise specified therein, theacceptance of such resignation shall not be necessary to make it effective.

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3.23         Removal.  An EC Member may only be removed pursuant to Section3.12 or as provided for in the Holding Operating Agreement.

3.24         Vacancies.  A vacancy on the Executive Committee may onlybe filled in accordance with Section 3.12.

3.25         Compensationto EC Members.  The EC Members shallreceive no compensation, but shall be reimbursed for their reasonable andcustomary expenses incurred in attending meetings of the Executive Committee.

3.26         Liabilityto Third Parties.  The debts,obligations, and liabilities of the Company, whether arising in contract, tort,or otherwise, shall be solely the debts, obligations, and liabilities of theCompany, and no EC Member or the Manager shall be obligated personally for anysuch debt, obligation, or liability by reason of his or her acting as an ECMember or, except as otherwise provided in this Agreement, as theManager.

3.27         NoGuarantee of Return by EC Members. The EC Members and the Manager do not, in any way, guarantee the returnof any Capital Contributions or a profit for Holding from the operations of theCompany.  Except as set forth in Section3.8, the EC Members shall incur no liability to the Company or to Holdingas a result of engaging in any other business or venture.  The EC Members shall be entitled to any otherprotection afforded to such EC Members under the Act.

3.28         Transactionswith Company or Otherwise.  Subjectto Section 3.8, the EC Members, or any agent, servant, or employee ofthe EC Members, may engage in and possess any interest in other businesses orventures of every nature and description, independently or with other Persons,and neither the Company nor Holding shall have any rights, by virtue of thisAgreement or otherwise, in and to such independent ventures or the income orprofits derived therefrom, or any rights, duties, or obligations in respectthereof.

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

(a)           TheCompany (and any receiver, liquidator, or trustee of, or successor to, theCompany) shall indemnify and hold harmless the Manager and each EC Member, aswell as each Affiliate of the Manager and the EC Members and their respectiveofficers, partners, shareholders, directors, managers, members and employees(each an “Indemnitee”), from and against any and all liabilities,obligations, losses, damages, penalties, actions, judgments, suits, claims,proceedings, costs, expenses and disbursements of any kind or nature whatsoever(“Claims”) (including, without limitation, all reasonable costs andexpenses of defense, appeal and settlement of any and all suits, actions andproceedings involving an Indemnitee, and all costs of investigation inconnection therewith) that may be imposed on, incurred by, or asserted againstan Indemnitee, in any way relating to or arising out of, or alleged to relateto or arise out of the performance of any duties or services by or on behalf ofthe Company or any action, inaction or omission on the part of an Indemnitee inconnection with managing the Company’s business and affairs or otherwise actingas Manager or the EC Members pursuant hereto; provided, however,that the indemnification obligations in this Section 3.29 shall notapply to Claims brought by Holding or the Manager; provided, further,that the indemnification

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obligations in this Section 3.29 shall notapply to the portion of any liability, obligation, loss, damage, penalty, cost,expense or disbursement that has been finally adjudged in a non-appealableorder of court of competent jurisdiction to have resulted from (i) the grossnegligence of the Manager, (ii) the intentional misconduct or actual fraud bythe proposed Indemnitee or (iii) any action for which indemnification isprohibited under the Act.

(b)           TheCompany shall pay expenses as they are incurred by an Indemnitee in connectionwith any action, claim or proceeding that such Indemnitee asserts in good faithto be subject to the indemnification obligations set forth herein, upon receiptof an undertaking from such Indemnitee to repay all amounts so paid by theCompany to the extent that it is finally determined that the Indemnitee is notentitled to be indemnified therefor under the terms hereof.

(c)           Theindemnification and expense payments to be provided by the Company hereundershall be paid only from the assets of the Company, and Holding shall not haveany personal obligation, or any obligation to make any Capital Contribution,with respect thereto.

**ARTICLEIV**

**FinancialMatters**

4.1           InitialCapital Contributions.  Holding willnot be required to make an initial Capital Contribution to the Company on theEffective Date.  Holding’s openingCapital Account balance on the Effective Date shall be $50,000,000.

4.2           AdditionalCapital Contributions.

(a)           Exceptas set forth in this Section 4.2, as determined by the ExecutiveCommittee (after using commercially reasonable efforts to obtain third-partyloans) or as set forth in any “make-well,” completion guaranty or similarobligation to which Holding becomes subject pursuant to the terms of theConstruction Financing, Expansion Financing or Permanent Financing,Holding shall not be required to make any Capital Contribution.  Any additional Capital Contributions pursuantto this Section 4.2 shall be made by Holding as of the date that suchCapital Contribution is required to be made pursuant to the terms of thisAgreement, in such form and amount as may be determined by the ExecutiveCommittee.  In connection with any suchadditional Capital Contribution, the Company may revalue Holding’s CapitalAccount in accordance with Section 1.704-1(b)(2)(iv)(f) of theRegulations.  Except as expresslyprovided in this Agreement, Holding shall not be entitled to withdraw as aMember or to demand or receive a return of its Capital Contribution.  No obligation of Holding to make any CapitalContribution hereunder may be enforced by a creditor of the Company unlessHolding expressly consents to such enforcement or to the assignment of suchobligation to such creditor.

(b)           Holdingshall make such additional Capital Contributions to the Company as are requiredto be made pursuant to the terms of this Agreement upon thirty (30) days’ priorwritten notice from the Executive Committee specifying (i) the amount andintended use of such Capital Contribution and (ii) the date on which suchCapital Contribution is to be made.  TheEC Members agree to use their best efforts to agree, within nine (9) months ofthe Effective Date, on the amounts of Holding’s additional Capital Contributionobligations for the construction of the

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Project, based on the preliminary construction budget,and, subject to reaching such agreement, Holding acknowledges and agrees that,until the Construction Financing closes, it will make additional CapitalContributions, loans or advances, or any combination thereof, to fundconstruction of the Project in excess of its initial Capital Contribution.  Loans, advances and capital contributions inexcess of Holding’s initial Capital Contribution are collectively referred toherein as the “Excess Construction Contributions.”  In the event the Company obtains ConstructionFinancing and such Construction Financing permits the Company to distributemoney from the proceeds of such Construction Financing to Holding, then,notwithstanding anything in this Agreement to the contrary (but subject to theterms of the Holding Operating Agreement)), the Executive Committee will causethe Company, to the maximum extent permitted by the Construction Financing(consistent with prudent business judgment and reasonable reserves), todistribute to Holding (either as a return of capital contributions or repaymentof loans or advances, as the case may be) amounts of Distributable Cash equalto the aggregate amount of Excess Construction Contributions.

(c)           Ifany EC Member determines that reasonable financing is unavailable to meet therequirements of the current approved Annual Plan and Operating Budget, then theExecutive Committee, upon thirty (30) days’ prior written notice specifying theamount of such Capital Contribution and the date on which such CapitalContribution is to be made, may demand an additional Capital Contribution fromHolding to fund such current requirements, which shall be made by Holding as ofthe date that such Capital Contribution is required to be made pursuant to theterms of this Agreement; provided, however, the aggregate amountof such additional Capital Contributions pursuant to this Section 4.2(c)shall not exceed $20,000,000, in the aggregate, over the term of thisAgreement.

(d)           Ifthe revenues of the Project are insufficient to fund the Reserve Fund duringany Fiscal Month, then any EC Member, upon thirty (30) days’ prior writtennotice specifying the amount of such Capital Contribution and the date on whichsuch Capital Contribution is to be made, may demand an additional CapitalContribution from Holding to fund such Reserve Fund shortfall, which shall bemade by Holding as of the date that such Capital Contribution is required to bemade pursuant to the terms of this Agreement; provided, however,the aggregate amount of such additional Capital Contributions pursuant to this Section4.2(d) shall not exceed in any Fiscal Year the difference between threepercent (3%) of Gross Revenues for such Fiscal Year (or partial Fiscal Year todate) less the Reserve Fund previously funded in such Fiscal Year.  Within one hundred twenty (120) days afterthe end of the applicable Fiscal Year, if any additional Capital Contributionswere made pursuant to this Section 4.2(d) in such Fiscal Year, theCompany shall distribute to Holding the positive amount, if any, equal to thedifference between (x) the sum of (I) the amounts reserved from revenuesby the Company for the Reserve Fund plus (II) all additional CapitalContributions made pursuant to this Section 4.2(d) in such FiscalYear, less (y) an amount equal to three percent (3%) of Gross Revenuesfor such Fiscal Year.

(e)           TheCompany acknowledges and understands that it is Holding’s intent to fund alladditional Capital Contributions to the Company, if any, solely with and fromGC/Holding Capital Contributions and Station/Holding Capital Contributions toHolding and that, if GC or Station fails to fund its GC/Holding Capital

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Contributions or Station/Holding CapitalContributions, Holding may not have sufficient funds from other sources to fundits Additional Capital Contributions.

(f)            Holdingacknowledges that it, Parent, Station, GC and/or Affiliates of GC (“GC Affiliates”) may execute “make-well”agreements, completion guaranties, pledge agreements, indemnity agreements, orsimilar surety or guaranty documents in connection with the ConstructionFinancing, any Expansion Financing, and/or the Permanent Financing(individually a “Pledge/Guaranty Document” and collectively the “Pledge/GuarantyDocuments”; GC and GC Affiliates collectively hereinafter may be referredto as the “GC Pledgors;”and Station and Parent together hereinafter may be referred to as the “Station Pledgors”).

In the event that (i) Holding is required to make apayment to the lender(s) with respect to an applicable Pledge/GuarantyDocument, (ii) any collateral of Holding is pledged thereunder is foreclosed ortransferred in lieu of foreclosure or (iii) any dividends or distributions withrespect to any pledged collateral of Holding is used to make a payment to thelender(s) on behalf of the Company, the Station Pledgors or the GC Pledgorswith respect to any Pledge/Guaranty Document, then the amount credited against(or used to reduce) amounts owed by the Company, Holding, the Station Pledgorsor the GC Affiliates under the Construction Loan Documents, Expansion ProjectLoan Documents, Permanent Loan Documents or the Pledge/Guaranty Documents as aresult of the foreclosure or transfer of the collateral shall be deemed anadditional Capital Contribution by Holding to the Company for purposes of thisAgreement.

In the event that (i) any GC Pledgor is required tomake a payment to the lender(s) with respect to an applicable Pledge/GuarantyDocument, (ii) any collateral of a GC Pledgor pledged thereunder is foreclosedor transferred in lieu of foreclosure or (iii) any dividends or distributionswith respect to any pledged collateral of any GC Pledgor is used to make apayment to the lender(s) on behalf of the Company, Holding, the StationPledgors or the GC Pledgors with respect to any Pledge/Guaranty Document, thenthe amount credited against (or used to reduce) amounts owed by the Company,Holding, the Station Pledgors or the GC Pledgors under the Construction LoanDocuments, Expansion Project Loan Documents, Permanent Loan Documents or thePledge/Guaranty Documents as a result of the foreclosure or transfer of thecollateral shall be deemed an additional Capital Contribution by GC to Holdingand then by Holding to the Company for purposes of this Agreement.

In the event that (i) any Station Pledgor is requiredto make a payment to the lender(s) with respect to an applicablePledge/Guarantee Document, (ii) any collateral of a Station Pledgor pledgedthereunder is foreclosed or transferred in lieu of foreclosure or (iii) anydividends or distributions with respect to any pledged collateral of a StationPledgor is used to make a payment to the lender(s) on behalf of the Company,Holding, a Station Pledgor or a GC Pledgor with respect to any Pledge/GuarantyDocument, then the amount credited against (or used to reduce) amounts owed bythe Company, Holding, the Station Pledgors or the GC Pledgors under theConstruction Loan Documents, Expansion Project Loan Documents, Permanent LoanDocuments or the Pledge/Guaranty Documents as a result of the foreclosure ortransfer of the collateral shall be deemed an additional Capital Contributionby Station to Holding and then by Holding to the Company for purposes of thisAgreement.

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(g)           Holding acknowledges that it,the Company, the Station Pledgors or the GC Pledgors may, under theConstruction Financing, Expansion Financing or Permanent Financing, have theright to pledge additional collateral (including cash) to cure the default (a “Curable Default”) of one (1) ofthe Company, Holding, the Station Pledgors or the GC Pledgors under other loandocuments or by reason of Bankruptcy or a similar event (a “Cure Pledge”).** **Inthe event that a Curable Default by the Company, Holding, the Station Pledgorsor the GC Pledgors occurs, then Station and Parent in the case of a CurableDefault by a Station Pledgor, and GC and the GC Affiliates in the case of aCurable Default by a GC Pledgor, shall have ten (10) days from such CurableDefault to make the Cure Pledge.  If theyfail to do so, then the GC Pledgors in the case of the failure by a StationPledgor, and the Station Pledgors in the case of the failure by a GC Pledgor,may make the Cure Pledge (the party failing to cure being the “Cross-DefaultParty,” the party making such pledge being the “Curing Party,” andthe collateral pledged being the “Cure Collateral”). The Cross-DefaultParty shall indemnify and hold harmless the other parties from the cost ofcuring the Curable Default, such as reasonable attorneys’ fees, escrow costs,and filing fees, but expressly excluding the opportunity cost of such cure (e.g.,the lost opportunity for other uses of the Cure Collateral), but expresslyincluding the fair market value of the Cure Collateral valued as of the date ofthe pledge if the same is foreclosed or conveyed in lieu of foreclosure (the “Collateral’sFair Market Value”).  If the CureCollateral is foreclosed or otherwise conveyed in lieu of foreclosure, theparty who pledged the Cure Collateral (or on whose behalf the Cure Collateralwas pledged) may elect to treat the Collateral’s Fair Market Value as a DefaultAmount (as defined in the Holding Operating Agreement) or Default Loan (asdefined in the Holding Operating Agreement). In the event that a Curing Party makes a Cure Pledge, then theCross-Default Party shall, for so long as such Cure Pledge is outstanding, oneach annual anniversary date of such pledge, pay to the other Curing Party anamount equal to the lesser of (i) ten percent (10%) of the Collateral’s FairMarket Value, or (ii) the maximum permitted by law (the “Cure Cost ofCapital”); such payment shall be prorated for any partial year that theCure Pledge is outstanding.  In the eventthe Cure Cost of Capital is not paid when due, it shall, at the election of thenon-defaulting party, constitute either a Default Amount or Default Loan underthis Agreement.

(h)           Inthe event of the expulsion of Station as a member of Holding, or a dilution ofStation under Section 4.2(f) of the Holding Operating Agreement, Stationmay give written notice to GC that it desires to resign as Manager; provided,however, Station shall, if requested by GC, be obligated to serve as theManager for a period of up to thirty six (36) months (the “Transition Period”)after the expulsion or Dilution Date, during which time Station shall continueto perform its obligations hereunder and continue to receive compensation andexpense reimbursement pursuant to Section 3.5, and will cooperate withGC in its efforts to engage a successor Manager of the Project.  Notwithstanding the foregoing to the contrary,Station may not resign as Manager without GC’s prior written consent (which maybe given or withheld in GC’s sole discretion) if such resignation would cause atermination of the commitment for or an acceleration of the ConstructionFinancing, Expansion Financing or Permanent Financing.

4.3           [Reserved.]

4.4           Allocationof Profits and Losses.   As long asthe Company has only one Member, the Company shall be treated as a “disregardedentity” for federal income tax purposes and the sole Member shall be treatingas recognizing directly the Company’s Profits and Losses and all

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items entering into the computation thereof.  If the Company has more than one (1) Member,this Agreement will be appropriately amended including, *inter alia,*as reasonably necessary to comply with the requirements for allocations beingequivalent to allocations that have substantial economic effect under TreasuryRegulations 1.704-1(b) and 1.704-2.

4.5           Distributions.

(a)           DistributionsPrior to Liquidation.  Subject to anylimitations in the Construction Financing, Expansion Financing or PermanentFinancing, Distributable Cash shall be disbursed or distributed entirely toHolding twenty five (25) days after the end of each calendar quarter in anamount equal to Distributable Cash less Additional Reserves (whichAdditional Reserves may include unencumbered funds from the ConstructionFinancing, Expansion Financing or Permanent Financing, as the case may be, tothe maximum extent permitted under such financing).

(b)           Withholding.  The Company shall withhold and pay over tothe Internal Revenue Service or other applicable taxing authority all taxes orwithholdings, and all interest, penalties, additions to tax, and similarliabilities in connection therewith or attributable thereto (hereinafter “WithheldTaxes”) to the extent that the Manager reasonably determines that suchwithholding and/or payment is required by the Code or any other law, rule orregulation.  All amounts withheldpursuant to this Section 4.5(b) with respect to any allocation, paymentor distribution to Holding shall be treated as amounts distributed to Holdingpursuant to Section 4.5(a) hereof for all purposes of this Agreement.

**ARTICLEV**

**Members;Transfer of Interests**

5.1           Admission.  Holding became the sole Member as of the EffectiveDate.  Notwithstanding any contraryprovision of the Act, the Company may admit new Members to the Company onlywith the prior consent of the Executive Committee on such terms and conditionsas the Executive Committee approves.  NoPerson shall be admitted as a Member until all approvals required by the GamingLaws are obtained.  The Parties agree tocooperate with each other and the Executive Committee in adopting andimplementing each and all of the amendments to this Agreement that will berequired, necessary or desirable to give effect to the admission of a newMember.

5.2           Transferof Interests.

(a)           NoTransfer Without Executive Committee Consent.  Holding may not Transfer all or any part ofits Membership Interest or otherwise assign or delegate any of Holding’s rightsand obligations as a Member without the prior consent of the ExecutiveCommittee.  Notwithstanding anything inthis Agreement to the contrary, in the event of any Transfer by Station or GCof any or all of its membership interest in Holding in contravention of theHolding Operating Agreement, such as, but not limited to, by operation of law,Bankruptcy or the like, the transferee shall have no rights with respect to theCompany, and the other member of Holding shall have the sole right to vote andappoint all EC Members.  The Partiesagree to

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cooperate with each other and the Executive Committeein adopting and implementing each and all of the amendments to this Agreementthat will be required, necessary or desirable to give effect to a Transfer.

(b)           AttemptedTransfers in Contravention.  Anyattempted Transfer in contravention of this Article V shall be void andof no effect and shall not bind or be recognized by the Company.  In the case of an attempted Transfer notpermitted hereby, the parties attempting to engage in such Transfer shallindemnify and hold harmless (and hereby agree to indemnify and hold harmless),the Company from all costs, liabilities and damages that any of suchindemnified Person may incur (including, without limitation, incremental taxliability and attorneys’ fees and expenses) as a result of such attemptedTransfer and efforts to enforce the indemnity granted hereby.

(c)           Compliancewith Gaming Laws.  Notwithstandinganything to the contrary set forth herein, no Membership Interest or otherownership interest in the Company shall be issued or Transferred in any mannerwhatsoever except in compliance with all Gaming Laws and only after the receiptof all necessary Gaming Licenses.

5.3           GamingLicensing.  The Company, Holding,Station, Parent and GC (each a “License Party”) each shall promptly anddiligently, at its own cost, file for and seek to obtain all required GamingLicenses for the Project.

(a)           Inthe event that any License Party (the “Problem Party”) has not receivedits Gaming License for the Project by the time of the Opening or, by virtue ofits pending gaming application, is substantially impairing or impeding thereceipt by the Company of the Gaming Licenses necessary for the Opening, thenthe Company, Holding and the members of Holding shall have the rights andobligations set forth in the Holding Operating Agreement.

(b)           If,subsequent to Opening and the initial licensing of each License Party, aLicensing Party (also, a “Problem Party”) is substantially impeding orimpairing the ability of the Company to maintain its Gaming License for theProject, or is resulting in the imposition of significantly burdensome termsand conditions on any such Gaming Licenses (a “Gaming Problem”), thenthe Company, Holding and the members of Holding shall have the rights andobligations set forth in the Holding Operating Agreement.

5.4           RequiredMember Approvals.  The only mattersrequiring the approval of Holding, in its capacity as the sole Member, shall bethose matters that are required to be submitted to Holding for its approvalhereunder, if any, or by the Act.

5.5           Meetings.  No meetings of Members shall be required,except that upon the written request of Holding, the Executive Committee shallconvene a meeting of Members to be held at such time and date and to addresssuch matters as agreed to by Holding and the Executive Committee.  Meetings of Members shall be held at anyplace designated by the Executive Committee. In the absence of any such designation, meetings of Members shall beheld at the principal place of business of the Company.  Any meeting of Members may be held byconference telephone or similar communications equipment so long as all Membersparticipating

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in the meeting can hear one another, and all Membersparticipating by telephone or similar communications equipment shall be deemedto be present in person at the meeting.

5.6           InGeneral.  As of the Effective Date,Holding and the Manager (other than the Manager with respect to Sections5.6(e) and (f)), hereby make each of the representations, warrantiesand covenants applicable to Holding or Manager as set forth in this Section5.6, and such representations, warranties and covenants shall survive theexecution of this Agreement, and be for the benefit of the Company, Holding andManager:

(a)           DueIncorporation or Formation; Authorization of Agreement.  Such Person is a limited liability company,it is duly organized or duly formed, validly existing, and in good standingunder the laws of the jurisdiction of its incorporation or formation and hasthe corporate, limited liability company, or partnership power and authority toown its property and carry on its business as owned and carried on at the datehereof and as contemplated hereby.  SuchPerson is duly licensed or qualified to do business and in good standing ineach of the jurisdictions in which the failure to be so licensed or qualifiedwould have a material adverse effect on its financial condition or its abilityto perform its obligations hereunder. Such Person has the limited liability company power and authority toexecute and deliver this Agreement and to perform its obligations hereunder,and the execution, delivery, and performance of this Agreement has been dulyauthorized by all necessary limited liability company action.  This Agreement constitutes the legal, valid,and binding obligation of such Person enforceable in accordance with itsrespective terms (except as enforceability may be limited by applicablebankruptcy, insolvency or other similar laws affecting creditor’s rightsgenerally, and except that the availability of equitable remedies is subject tojudicial discretion).

(b)           NoConflict With Restrictions; No Default. Neither the execution, delivery, and performance of this Agreement northe consummation by such Person of the transactions contemplated hereby (i)will conflict with, violate, or result in a breach of any of the terms,conditions, or provisions of any law, regulation, order, writ, injunction,decree, determination, or award of any court, any governmental department,board, agency, or instrumentality, domestic or foreign, or any arbitrator,applicable to such Person, (ii) will conflict with, violate, result in a breachof, or constitute a default under any of the terms, conditions, or provisionsof the articles of organization or operating agreement of such Person or of anymaterial agreement or instrument to which such Person is a party or by whichsuch Person is or may be bound or to which any of its material properties orassets is subject, (iii) will  conflictwith, violate, result in a breach of, constitute a default under (whether withnotice or lapse of time or both), accelerate or permit the acceleration of theperformance required by, give to others any material interests or rights, orrequire any consent, authorization, or approval under any indenture, mortgage,lease agreement, or instrument to which such Person is a party or by which suchPerson is or may be bound, or (iv) will result in the creation or imposition ofany lien upon any of the material properties or assets of such Person.

(c)           GovernmentalAuthorizations.  Any registration,declaration or filing with or consent, approval, license, permit or otherauthorization or order by, any governmental or regulatory authority, domesticor foreign, that is required in connection with the valid execution, delivery,acceptance, and performance by such Person under this Agreement or the

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consummation by such Person of any transactioncontemplated hereby has been completed, made, or obtained on or before theEffective Date, except as set forth in this Agreement.

(d)           Litigation.  There are no actions, suits, proceedings, orinvestigations pending or, to the knowledge of such Person, threatened againstor affecting such Person or any of its properties, assets, or businesses in anycourt or before or by any governmental department, board, agency, orinstrumentality, domestic or foreign, or any arbitrator which could, ifadversely determined (or, in the case of an investigation could lead to anyaction, suit, or proceeding, which if adversely determined could) reasonably beexpected to materially impair such Person’s ability to perform its obligationsunder this Agreement or to have a material adverse effect on the consolidatedfinancial condition of such Person; and such Person has not received anycurrently effective notice of any default, and such Person is not in default,under any applicable order, writ, injunction, decree, permit, determination, oraward of any court, any governmental department, board, agency, orinstrumentality, domestic or foreign, or any arbitrator which could reasonablybe expected to materially impair such Person’s ability to perform itsobligations under this Agreement or to have a material adverse effect on theconsolidated financial condition of such Person.

(e)           Investigation.  Holding acquired its Membership Interestbased upon its own investigation, and the exercise by Holding of its rights andthe performance of its obligations under this Agreement will be based upon itsown investigation, analysis, and expertise. Holding’s acquisition of its Membership Interest was made for its ownaccount for investment, and not with a view to the sale or distributionthereof.

(f)            AccreditedInvestor.  Holding is an “accreditedinvestor” within the meaning of applicable state and federal securitieslaws.  Holding’s overall commitment toinvestments that are not readily marketable is not disproportionate to its networth, and the acquisition of its Membership Interest will not cause suchoverall commitment to become excessive.

(g)           NoStatute of Limitations Defense.  TheCompany, Holding, Parent, Station and GC agree that during any period under theConstruction Loan Documents, Expansion Project Loan Documents or Permanent LoanDocuments, including any Pledge/Guaranty Documents, such Persons are requiredto “stand still” with respect to claims against one another, each such Personagrees not to assert the statute of limitations as a defense to any actionbrought by another such Person to the extent such statute of limitationsapplies solely because of such “stand still” and all such Persons agree thatany such statute of limitations period shall be tolled for the period of timethat any such Person is required to “stand still.”

(h)           Manager’sObligations with Respect to Entitlement Claims.  Notwithstanding anything herein to thecontrary, in the event the Manager receives notice of any claim, assertion of aclaim or other proceeding (“Entitlement Claims/Proceedings”) withrespect to any governmental permits, licenses, zoning, approvals relating tothe uses of, or similar land use entitlements (collectively, “Entitlements”)for the Resort Property, Manager shall promptly notify the Company, Holding,Parent and GC, and GC shall have the right, instead of the Manager, but at theexpense of the Company and subject to the limitations contained in the lastsentence of Paragraph (n) of Schedule 3.4, to control the defenseor prosecution of such Entitlements Claims/Proceeding; provided, however,the Manager shall have the rights that GC

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otherwise would have under Paragraph (n) of Schedule3.4.  In the event that GC givesnotice to the Company, Holding, Parent and Manager that it desires to controlsuch negotiations, litigation and other proceedings related to such EntitlementClaims/Proceeding, (i) GC shall provide the Company, Holding, Parent andManager with copies of all correspondence, filings and/or submissions not lessthan one (1) business day prior to the delivery, filing or submission thereofand shall be entitled to participate in all negotiations, litigation and otherproceedings, (ii)  neither GC nor any GC Affiliate shall take any actionon behalf of the Company or otherwise in connection with such Entitlement Claims/Proceedingwhich would have a material adverse impact on the Entitlements for the ResortProperty, (iii) if the Manager gives written notice to GC that, in thereasonable judgment of the Manager, GC is not reasonably pursuing theEntitlement/Claims Proceeding or that GC was not taking action reasonablycalculated to protect the interests of the Company, the Manager may resume, andGC shall relinquish, full control of the Entitlement Claims/Proceeding onbehalf of the Company, and (iv) GC may not settle such EntitlementClaims/Proceeding without the approval of the Manager (which shall not beunreasonably withheld, conditioned or delayed). Nothing in the preceding sentence shall be construed or interpreted toprevent or prohibit GC or any GC Affiliate from appearing at or participatingin any proceeding, hearing or other actions regarding Entitlements provided itdoes so in its individual capacity and not as a representative of, or on behalfof the Company.  Further, nothing hereinshall be deemed to have modified the provisions of Section 3.8(d) or toimpose any restrictions on any GC Affiliate from taking positions adverse tothe Company so long as neither GC nor any GC Affiliate is controlling theEntitlement Claims/Proceeding on behalf of the Company.  In the event that GC or a GC Affiliatecontrols any Entitlement Claims/Proceeding, it and its Indemnitees shall beentitled to indemnification under Section 3.29 as if it were the Managerthereunder (subject to the same limitations contained therein as applicable tothe Manager).

**ARTICLEVI**

**Dissolution,Liquidation and Termination**

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

(a)           theExecutive Committee’s consent; or

(b)           theoccurrence of any other event that effects a dissolution of the Company underthe Act.

6.2           Liquidationand Termination.  On dissolution ofthe Company, the Manager shall act as liquidating trustee or may appoint one(1) or more EC Members as liquidating trustee. The liquidating trustee shall proceed diligently to wind up the affairsof the Company and make final distributions as provided herein and in theAct.  The costs of liquidation shall beborne by the Company.  Until finaldistribution, the liquidating trustee shall continue to operate the Companyproperties with all of the power and authority of the Manager.  The steps to be accomplished by theliquidating trustee are as follows:

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

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

(c)           allremaining assets of the Company shall be distributed to Holding in accordancewith Section 4.5(a).

6.3           Articlesof Dissolution.  On completion of thedistribution of Company assets as provided herein, the Company’s existenceshall be terminated, and the Manager (or such other person or persons as theAct may require or permit) shall file Articles of Dissolution with theSecretary of State of Nevada under the Act and take such other actions as maybe necessary to terminate the existence of the Company.

6.4           NegativeCapital Accounts.  Holding shall nothave any obligation to make any contribution to the capital of the Company withrespect to any deficit balance in its Capital Account, and such deficit shallnot be considered a debt owed to the Company or to any other Person for anypurpose whatsoever.

6.5           Limitationson Rights of Holding.  Holding shalllook solely to the assets of the Company for the return of its CapitalContribution.

**ARTICLEVII**

**Amendments**

7.1           Amendments.  Except as otherwise provided in this ArticleVII, and notwithstanding any contrary provision of the Act, any amendmentsto this Agreement and to the Articles may be adopted only with Holding’s andthe Executive Committee’s consent; provided, however, that in noevent may the provisions of Sections 3.1 through 3.8, 3.10,3.13 and 3.26 through 3.29 (including the relatedSchedules) or this Article VII regarding amendments to such provisionsbe amended without the approval of the Manager as long as Station is theManager.

**ARTICLEVIII**

**Miscellaneous**

8.1           Notices.  All notices, requests, consents and otherformal communication between Holding, the Manager, the EC Members and theCompany that are required or permitted under this Agreement (“Notices”)shall be in writing and shall be sent to the address for the respectiveaddressee provided on Exhibit I (each a “Notice Address”).  Notices shall be (a) delivered

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personally with a written receipt of delivery, (b)sent by a recognized overnight courier requiring a written acknowledgment ofreceipt or providing a certification of delivery or attempted deliver (*e.g.,* Federal Express, Airborne, UPS), (c)sent by certified or registered mail, postage prepaid, return receipt requested,or (d) transmitted by facsimile machine provided that the facsimiletransmission is received between 8:00 a.m. and 5:00 p.m. (as determined by thetime zone of the addressee), Monday through Friday but excluding holidays onwhich the primary office of the addressee is closed, and provided,further,that a duplicate copy of the Notice is delivered to the respective NoticeAddress on the first regular business day following the date of facsimiletransmission.  Notices shall be deemeddelivered when actually received by the addressee at the respective NoticeAddress; provided, however, that if the Notice was sent byovernight courier or mail as aforesaid and is affirmatively refused or cannotbe delivered during customary business hours by reason of the absence of asignatory to acknowledge receipt, or by reason of a change of address withrespect to which the addressor did not have either knowledge or written noticedelivered in accordance with this Section, then the first attempted deliveryshall be deemed to constitute delivery.

Holding, theManager, the EC Members and the Company shall be entitled to change its NoticeAddress from time to time, and to add up to two (2) additional noticeaddressees, by delivering to Holding, the Manager, the EC Members and theCompany notice thereof in the manner herein provided for the delivery ofNotices.

8.2           BindingEffect.  Except as otherwise providedin this Agreement, every covenant, term and provision of this Agreement shallbe binding upon and inure to the benefit of Holding and its successors,transferees and (subject to the limitations in Article V) assigns.

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

8.4           Severability.  Every provision of this Agreement is intendedto be severable.  If any term orprovision hereof is illegal or invalid for any reason whatsoever, suchillegality or invalidity shall not affect the validity or legality of theremainder of this Agreement.

8.5           FurtherAction.  Holding, upon the request ofthe Manager, agrees to perform all further acts and execute, acknowledge anddeliver any documents which may be reasonably necessary, appropriate ordesirable to carry out the provisions of this Agreement.

8.6           GoverningLaw.  The laws of the State of Nevadashall govern the validity of this Agreement, the construction of its terms, andthe interpretation of the rights and duties of the Members.

8.7           Waiverof Action for Partition.  Each Memberirrevocably waives any right that it may have to maintain any action forpartition with respect to any of the Company’s assets.

8.8           CounterpartExecution.  This Agreement may beexecuted in any number of counterparts with the same effect as if all of theParties had signed the same document. All counterparts shall be construed together and shall constitute oneagreement.

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8.9           Publicity. Neither the Company, Holding, GC, Parentnor Station shall make any formal public statement(s) or announcementsregarding the Project or this Agreement without the prior consent of the other,which consent shall not be unreasonably withheld; provided, however,that if any Party is unable to obtain the prior consent of the other withrespect to a formal announcement that is, on the advice of legal counsel,believed to be required by law, then such party may make or issue such legallyrequired statement or announcement and promptly furnish the other Parties witha copy thereof.

8.10         Transitionas Manager.  After Station no longeris Manager for any reason, (a) Station shall reasonably cooperate with theCompany, Holding and GC to make a transition in the management of the Project,including transferring all of the property of the Project, including books andrecords, customer lists, employee and services records and manuals, supplierlists and other similar documents or information, which shall remain the soleproperty of the Company, and (b) Station shall make itself reasonably availablefor reasonable and customary compensation to advise and consult in anytransition for a reasonable period of time.

8.11         BrokerFees.  Holding represents andwarrants that upon the formation of the Company or transfer of the ResortProperty to the Company, there will be no brokerage fees or commissions orother compensation due or payable on an absolute or contingent basis to anyperson, firm, corporation, or other entity, with respect to or on account ofthe formation of the Company , arising by, through or under either such Party.

8.12         Securitiesunder the UCC.  Notwithstanding anyrule or construction to the contrary, the Membership Interest owned byHolding  is hereby deemed to be a “security”as that term is defined in Article 8 of the Uniform Commercial Code in effecton this date in the State of Nevada and, as such, the Membership Interest shallbe governed thereby, and any certificate issued to evidence any Membership Interestshall bear a legend to that effect.

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

 
|        | **COMPANY:**        |                              |
|--------|---------------------|-----------------------------------|
|   |                |                              |   |
|   | ALIANTE GAMING, LLC |                              |
|   |                |                              |   |
|   | By:                 | Aliante Station, LLC, its Manager |   |
|   |                |                              |   |
|   |                | By:                               | Station Casinos, Inc., its Manager |
|   |                |                              |   |   |
|   |                | By:                               | /s/ RICHARD.  J. HASKINS |   |
|   |                |                              | Richard J. Haskins |   |
|   |                |                              | Secretary |   |
|        |                     |                                   |  |  |  |  |

 

** **
|        | **MEMBER:**          |                           |
|--------|----------------------|--------------------------------|
|   |                 |                           |   |
|   | ALIANTE HOLDING, LLC |                           |
|   |                 |                           |   |
|   | By:                  | Aliante Station, LLC, a Member |   |
|   |                 |                           |   |
|   |                 | By:                            | Station Casinos, Inc, its Manager |
|   |                 |                           |   |   |
|   |                 | By:                            | /s/ RICHARD.  J. HASKINS |   |
|   |                 |                           | Richard J. Haskins |   |
|   |                 |                           | Secretary |   |
|   |                 |                           |   |   |
|   | By:                  | G.C. Aliante, LLC, a Member    |   |
|   |                 |                           |   |   |
|   |                 | By:                            | /s/ BRIAN L.  GREENSPUN |   |
|   |                 |                           | Brian L. Greenspun |   |
|   |                 |                           | Manager |   |
|        |                      |                                |  |  |  |  |  |

 
|        | **MANAGER:**         |                               |
|--------|----------------------|------------------------------------|
|   |                 |                               |   |
|   | ALIANTE STATION, LLC |                               |
|   |                 |                               |   |
|   | By:                  | Station Casinos, Inc., its Manager |   |
|   |                 |                               |   |
|   |                 | By:                                | /s/ RICHARD.  J. HASKINS |   |
|   |                 |                               | Richard J. Haskins |   |
|   |                 |                               | Secretary |   |
|        |                      |                                    |  |  |  |  |

** **

**SignaturePage To Operating Agreement**

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** **

** **
|        | **ACKNOWLEDGED AND AGREED TO:**           |                  |
|--------|-------------------------------------------|-----------------------|
|   |                                      |                  |   |
|   | ALIANTE STATION, LLC, a member of Holding |
|   |                                      |                  |   |
|   | By:                                       | Station Casinos, Inc. |   |
|   |                                      | Its Manager           |   |
|   |                                      |                  |   |
|   |                                      | By:                   | /s/ RICHARD.  J. HASKINS |   |
|   |                                      |                  | Richard J. Haskins |   |
|   |                                      |                  | Secretary |   |
|   |                                      |                  |   |   |
|   | G.C. ALIANTE, LLC, a member of Holding    |
|   |                                      |                  |   |   |
|   |                                      |                  |   |   |
|   |                                      | By:                   | /s/ BRIAN L.  GREENSPUN |   |
|   |                                      |                  | Brian L. Greenspun |   |
|   |                                      |                  | Manager |   |
|        |                                           |                       |  |  |  |

 

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**EXHIBIT A**

Articles of Organization

 

See attached.

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**EXHIBIT B**

Original Operating Agreement

 

See attached.

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**EXHIBIT C**

Additional Property

 

See attached.

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**EXHIBIT D**

Example of Shared Expenses

The following areexamples of costs that are allocated between Parent’s Subsidiaries that operatenon-restricted gaming facilities (the “Hotel/Casinos”).

*RoomReservations*— Room Reservations is a centralized functionthat is accounted for at the Parent level. This department books all rooms pre-sold at the Hotel/Casinos.  The costs incurred by Room Reservationsrelate to payroll, telephone service fees, and reservation fees paid forreservations booked by outside vendors. These costs are allocated based on each Hotel/Casino’s share of totalroom inventory controlled by Parent’s Subsidiaries.

*StationAdvertising*— Parent’s in-house advertising departmentperforms various advertising functions for the Hotel/Casinos, including thefollowing, the costs of which are allocated as follows:

·                                          Mediapurchases — billed directly to the Hotel/Casino which required the purchase atone hundred percent (100%) of cost (Purchasing media in-house avoids paying afifteen percent (15%) media commission to an outside advertising agency).

·                                          Multi-Hotel/Casinomedia — allocated based upon a formula (generally).

·                                          Publicrelations—allocated equally between all Hotel/Casinos.

·                                          Specialpromotions — system-wide (allocated on a formula dependent upon participation).

·                                          Specialpromotions — single Hotel/Casino; billed to that Hotel/Casino.

·                                          In-houseproduction — publications for human resources, video production, commercials,sign animation, web-site, etc. (allocated based upon the type of activity and the number ofHotel/Casinos participating).

·                                          Generaloperations — allocated based on a total revenue formula.

*InformationTechnology (IT)* — Parent runs its IT group centrally,allowing for specialists (programmers, help-desk, system administrators, etc.)to perform services at all Hotel/Casinos. This centralization and allocationeliminates the need for each Hotel/Casino to hire specialists and purchaserelated equipment. Direct costs, such as maintenance or service agreements foron-property equipment, are billed directly to the applicableHotel/Casinos.  Indirect costs (primarilypayroll and related benefits costs) are allocated to the Hotel/Casinos basedupon percentage of total revenue.

*CentralMail* — Parent processes all direct mail at a central locationrather than outsourcing this function. The capital and operating costs of this function are allocated to eachHotel/Casino based upon the actual volume of mailings performed for thatHotel/Casino.

*Food& Beverage Management* — In order to ensure that thefood and beverage operations at each of the Hotel/Casinos remains at thehighest level of quality and consistency, Parent has centralized thesupervision of food and beverage activities. This function is allocated based on food and beverage revenue for eachof the Hotel/Casinos.  The costsallocated are primarily 

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payroll and relatedbenefit costs, as well as travel and entertainment, general supplies, and someconsulting expenses.

*RelationshipMarketing* — Parent operates its relationship marketing (databasemarketing) function centrally and allocates all costs equally between theHotel/Casinos.  The costs allocated areprimarily payroll and related benefit costs as well as travel and entertainmentexpenses.

*BankCharges* — Parent manages its banking relationshipscentrally and bills each Hotel/Casino for direct charges generated by thatHotel/Casino.  These costs arespecifically identifiable to the Hotel/Casino and relate to the transactioncharges, primarily generated in the cage. No payroll is allocated for this item. Transactions include check cashing, purchasing and depositing currency,armored car services, etc.

*Sportsbook*— Parent manages its race and sportsbook operations centrally and allocatescosts equally to each Hotel/Casino for the personnel required to administerthis function.  The costs allocated areprimarily payroll and related benefit costs.

*PayrollDepartment* — Parent processes all Nevada payroll from acentral location and allocates the costs related to this function based on thenumber of employees at each Hotel/Casino. The costs allocated are primarily payroll and related benefits costs.

* * * * *

 

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**EXHIBIT E**

Legal Description Losee Property

1.             The Losee Project, consisting of the following fiveparcels:

PARCEL ONE (1):

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

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

PARCEL TWO (2):

THE NORTHEAST QUARTER (NE1⁄4) OF THE SOUTHEAST QUARTER (SE 1⁄4) OF THE SOUTHWEST QUARTER (SW 1⁄4) OF SECTION 13,TOWNSHIP 19 SOUTH, RANGE 61 EAST, M.D.B.&M.

BEING FURTHER DESCRIBEDAS LOT ONE (1) OF THAT CERTAIN CERTIFICATE OF LAND DIVISION NO. 91-80 RECORDEDJULY 18, 1980 IN BOOK 1250 AS DOCUMENT NO. 1209181, OFFICIAL RECORDS, CLARKCOUNTY, NEVADA.

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

PARCEL THREE (3):

THE SOUTHEAST QUARTER (SE1⁄4) OF THE SOUTHEAST QUARTER (SE 1⁄4) OF THE SOUTHWEST QUARTER (SW 1⁄4) OF SECTION13, TOWNSHIP 19 SOUTH, RANGE 61 EAST, M.D.B.&M.

EXCEPTING THEREFROM THESOUTH FIFTY (50) FEET AND THE EAST 40 FEET, AS CONVEYED TO THE COUNTY OF CLARKFOR ROAD PURPOSES BY DEED RECORDED JULY 8, 1980 AS DOCUMENT NO. 1201982 IN BOOK1250 OF OFFICIAL RECORDS, CLARK COUNTY, NEVADA.

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

PARCEL FOUR (4):

 

 

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THE SOUTHWEST QUARTER (SW1⁄4) OF THE SOUTHEAST QUARTER (SE 1⁄4) OF THE SOUTHWEST QUARTER (SW 1⁄4) OF SECTION13, TOWNSHIP 19 SOUTH, RANGE 61 EAST, M.D.B.&M.;

ALSO KNOWN AS LOT THREE(3) OF CERTIFICATE OF LAND DIVISION NO. 91-80, RECORDED JULY 8, 1980 IN BOOK1250 AS DOCUMENT NO. 1209181, OFFICIAL RECORDS, CLARK COUNTY, NEVADA;

EXCEPTING THEREFROM THEWEST 30.00 FEET, THE SOUTH 50.00 FEET, AND THAT CERTAIN SPANDREL AREA LOCATEDIN THE SOUTHWEST CORNER (SW COR.) THEREOF AS CONVEYED TO CLARK COUNTY FOR ROADPURPOSES BY THAT CERTAIN DEED RECORDED JULY 8, 1980 IN BOOK 1250 AS DOCUMENTNO. 1209182, OFFICIAL RECORDS, CLARK COUNTY, NEVADA.

PARCEL FIVE (5):

THE NORTHWEST QUARTER (NW1⁄4) OF THE SOUTHEAST QUARTER (SE 1⁄4) OF THE SOUTHWEST QUARTER (SW 1⁄4) OF SECTION13, TOWNSHIP 19 SOUTH, RANGE 61 EAST, M.D.B.&M.

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

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

 

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**EXHIBIT F**

Legal Description of Resort Property

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

 

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**EXHIBIT G**

Restricted Area

 

See attached

 

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**EXHIBIT H**

Location of RelocatedDrainage Easement

 

See attached.

 

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**EXHIBIT I**
|                 |   | Notice Addresses                          |   |   |
|-----------------|--------|-------------------------------------------|--------|--------|
|            |   |                                      |   |   |
| Company:        |   | Aliante Gaming, LLC                       |   |   |
|            |   | c/o Aliante Station, LLC, its Manager     |   |   |
|            |   | c/o Station Casinos, Inc, its manager     |   |   |
|            |   | 2411 Sahara Avenue                        |   |   |
|            |   | Las Vegas, NV 89102                       |   |   |
|            |   | Attention: Frank J. Fertitta III          |   |   |
|            |   |                                      |   |   |
| with copy to:   |   | Station Casinos, Inc.                     |   |   |
|            |   | 2411 Sahara Avenue                        |   |   |
|            |   | Las Vegas, NV 89102                       |   |   |
|            |   | Attention: Richard J. Haskins, Esq.       |   |   |
|            |   |                                      |   |   |
| Holding:        |   | Aliante Station LLC, a member             |   |   |
|            |   | c/o Station Casinos, Inc, its manager     |   |   |
|            |   | 2411 Sahara Avenue                        |   |   |
|            |   | Las Vegas, NV 89102                       |   |   |
|            |   | Attention: Frank J. Fertitta III          |   |   |
|            |   |                                      |   |   |
|            |   | and                                       |   |   |
|            |   |                                      |   |   |
|            |   | G.C. Aliante, LLC, a member               |   |   |
|            |   | c/o The Greenspun Corporation             |   |   |
|            |   | 901 North Green Valley Parkway, Suite 210 |   |   |
|            |   | Henderson, NV 89074                       |   |   |
|            |   | Attention: Brian L. Greenspun             |   |   |
|            |   |                                      |   |   |
| with copies to: |   | Station Casinos, Inc.                     |   |   |
|            |   | 2411 Sahara Avenue                        |   |   |
|            |   | Las Vegas, NV 89102                       |   |   |
|            |   | Attention: Richard J. Haskins, Esq.       |   |   |
|            |   |                                      |   |   |
|            |   | and                                       |   |   |
|            |   |                                      |   |   |
|            |   | The Greenspun Corporation                 |   |   |
|            |   | 901 North Green Valley Parkway            |   |   |
|            |   | Suite 210                                 |   |   |
|            |   | Henderson, NV 89014                       |   |   |
|            |   | Attention: Key Reid                       |   |   |

 

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| GC:             |   | G.C. Aliante, LLC                         |   |   |
|-----------------|--------|-------------------------------------------|--------|--------|
|            |   | c/o The Greenspun Corporation             |   |   |
|            |   | 901 North Green Valley Parkway, Suite 210 |   |   |
|            |   | Henderson, NV 89074                       |   |   |
|            |   | Attention: Brian L. Greenspun             |   |   |
|            |   |                                      |   |   |
| with a copy to: |   | The Greenspun Corporation                 |   |   |
|            |   | 901 North Green Valley Parkway            |   |   |
|            |   | Suite 210                                 |   |   |
|            |   | Henderson, NV 89014                       |   |   |
|            |   | Attention: Key Reid                       |   |   |
|            |   |                                      |   |   |
| Station:        |   | Aliante Station, LLC                      |   |   |
|            |   | c/o Station Casinos, Inc., its manager    |   |   |
|            |   | 2411 Sahara Avenue                        |   |   |
|            |   | Las Vegas, NV 89102                       |   |   |
|            |   | Attention: Richard J. Haskins, Esq.       |   |   |
|            |   |                                      |   |   |
| Manager:        |   | Aliante Station, LLC, Manager             |   |   |
|            |   | c/o Station Casinos, Inc, its manager     |   |   |
|            |   | 2411 Sahara Avenue                        |   |   |
|            |   | Las Vegas, NV 89102                       |   |   |
|            |   | Attention: Frank J. Fertitta III          |   |   |
|            |   |                                      |   |   |
| with copy to:   |   | Station Casinos, Inc.                     |   |   |
|            |   | 2411 Sahara Avenue                        |   |   |
|            |   | Las Vegas, NV 89102                       |   |   |
|            |   | Attention: Richard J. Haskins, Esq.       |   |   |

 

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**SCHEDULE 3.3**

Manager’s Duties During Pre-Opening Period

In addition to theprovisions of Section 3.3 of the Agreement, the Manager shall have thefollowing duties and responsibilities during the Pre-Opening Period:

(a)           TheManager shall develop and submit to the Executive Committee for its approval,along with supporting information therefor, the following:

(i)            the preliminary conceptualarchitectural design for the Project;

(ii)           the preliminary Timetable for the Project; and

(iii)          the preliminary construction budgetfor the Project.

(b)           MasterDevelopment Plan.  The Manager shallconsult with the Executive Committee on a regular basis regarding theformulation of the components of the Master Development Plan and shall submitsuch components for approval by the Executive Committee prior to submittalthereof to the City of North Las Vegas, Nevada, (or other application or filingto any governmental or quasi-governmental entity) and at times necessary inorder to commence construction of the Project in accordance with theTimetable.  Further, at the sole expenseof the Company, pursuant to the approved Design, Development and ConstructionBudget, the Manager shall, subject to Force Majeure, take commerciallyreasonable steps to cause the Company to obtain timely all GovernmentalApprovals necessary in order to commence construction of the Project inaccordance with the Timetable.  Inaddition, at the sole expense of the Company, pursuant to the approved Design,Development and Construction Budget, the Manager shall take commerciallyreasonable steps to cause the Company to procure and maintain insurance duringconstruction that conforms to reasonable industry standards; such insuranceshall conform to the applicable requirements of Paragraph (l) of Schedule3.4 (e.g., Holding being an additional insured, thirty (30) daynotice of cancellation, etc.).

(c)           Constructionand Permanent Financing.  The Managershall develop and submit to the Executive Committee for its approval, alongwith supporting information therefor, (i) the term sheet for the ConstructionFinancing and Permanent Financing for the Project and (ii) written expressionsof interest from one or more lenders interested in providing such financing tothe Company.  Subject to Section3.13(vv) of the Agreement, the Manager shall make application for, andshall, subject to Force Majeure, take all commercially reasonable steps withinits control to cause the Company to obtain, at the Company’s sole cost andexpense, a commitment or signed engagement letter for Construction Financingand Permanent Financing in accordance with the Timetable.

(d)           Constructionof Improvements.  Subject to ForceMajeure, the Manager shall take commercially reasonable steps to cause theCompany to commence rough grading of the Resort Property and construction ofthe Improvements in accordance with the Timetable and the Master DevelopmentPlan and shall diligently prosecute such construction to completion, and in any

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event shall use commercially reasonable efforts toprotect the Resort Property’s land use entitlements.

The Manager may authorize a change order which changesthe Design Plan, the Construction Plan, the Design, Development andConstruction Budget or Master Development Plan without the prior approval ofthe Executive Committee; provided, however, the ExecutiveCommittee’s prior approval shall be required for any change order thatmaterially changes the Design Plan, the Construction Plan, the Design,Development and Construction Budget or Master Development Plan.  The Manager shall provide to each of the ECMembers a written request for approval of each proposed material change in theDesign Plan, the Construction Plan, the Design, Development and ConstructionBudget or Master Development Plan.  Inthe event that neither EC Member notifies the Manager within seven (7) calendardays after receipt of such written request for approval of a material change tothe Design Plan, the Construction Plan, the Design, Development andConstruction Budget or Master Development Plan that he objects to such change,the Executive Committee shall be deemed to have approved such materialchange.  A material change requiring theapproval of the Executive Committee is any item that: (i) materially changes thescope, appearance or functionality of the Project; or (ii) increases the cost of the design and construction of the Project asset forth in the Design, Development and Construction Budget by more than thelesser of (A) the aggregate amount of the contingency reserve or (B) tenpercent (10%) of the aggregate budgeted cost of the Project, as set forth inthe Design, Development and Constructions Budget, or (iii) changes inthe cost of any single line item in the Design, Development and ConstructionBudget by more than $1,000,000.

(e)           MajorLand Use Approvals.  The Managershall use commercially reasonable efforts to obtain, within nine (9) monthsafter the Executive Committee approves the preliminary architectural plans forthe Project, all major land use approvals necessary for the construction of theProject in accordance with such preliminary architectural plans.

(f)            ConstructionContract Approvals.  The Managershall submit the Company’s contracts with the architect, interior design andlandscaping prime contractors for the Project and the general constructioncontractor for the Project for the prior approval of the Executive Committee.

(g)           Pre-OpeningPlan.  The Manager shall prepare andsubmit for Executive Committee approval within ninety (90) days prior to theOpening, and put into effect as appropriate after receiving such approval, aPre-Opening Plan for the organization, services, sales and marketing program ofthe Project, and shall use commercially reasonable efforts to cause the Companyto engage the General Manager and such employees as may be necessary inconnection with the operation of the Project.

(h)           Pre-OpeningServices.  Consistent with theapproved Pre-Opening Plan, the Manager shall use commercially reasonableefforts to cause the Company to enter into agreements and arrangements withconcessionaires, licensees, tenants, suppliers, sub-contractors or otherintended users of the facilities of the Project, subject to the prior approvalof the Executive Committee in the case of leases, licenses or concessions orother contracts as set forth in Paragraph (m) of Schedule 3.4 andSection 3.13 of the Agreement. The Manager shall recruit and train for and on behalf of the Company theinitial staff of the Project through such training 

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programs and other training techniques as the Managershall deem advisable and test the proposed operation of the Project byfurnishing the services normally offered in the operation of a hotel/casino,including the serving of food and beverages, and generally operating thecompleted portions of the Project for a reasonable test period immediatelyprior to the Opening.

(i)            Reporting.  During the Pre-Opening Period, the Managershall provide the Executive Committee with monthly progress reports not laterthan the twenty-seventh (27th) day of each month, which progress reports shall setforth in reasonable detail all expenditures during the preceding month togetherwith a comparison of such expenditures to budgeted amounts and a revisedestimate of the Project’s remaining cost to completion.  In addition, representatives of the Managershall be available to meet with the Executive Committee on at least a monthlybasis to review the status of the Project.

(j)            Contracts.  The Manager shall use commercially reasonableefforts to cause the Company to comply with and not to become in default underany contract, agreement, loan document or other obligation of the Company ifthe failure to comply therewith or a default thereunder would have a materialadverse effect on the Company or any Member.

(k)           Additional Responsibilities.  The Manager shall comply with the provisionsof Paragraphs (c), (h), (j), (n) and (p) of Schedule 3.4prior to Opening, and Holding and the Executive Committee shall have theirrespective rights as set forth therein. Also, the provisions of Paragraphs (d), (e) and (f) of Schedule3.4 shall apply prior to the Opening to the extent that they reasonablyshould be applicable.

(l)            Opening Date.  Notwithstanding anything to the contrary inthe Agreement or in this Schedule 3.3, subject to Force Majeure, theManager shall use commercially reasonable efforts to cause the Company to takeall actions necessary to cause the Project to be completed and the Opening tooccur not later than the Opening date set forth in the Timetable.

 

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**SCHEDULE 3.4**

Manager’s Duties During Operating Period

                Inaddition to the provisions of Section 3.4 of the Agreement, during theOperating Period and, to the extent applicable, prior to the Operating Period,and with respect to each Expansion Project, the Manager shall have thefollowing duties and responsibilities, which, except as provided in theAgreement (including the necessity for approval of the Annual Plan andOperating Budget or inclusion in the Design, Development and ConstructionBudget, as applicable), shall be at the sole cost and expense of the Company:

(a)           AnnualPlan and Operating Budget.

(i)            Not fewer than ninety (90) daysprior to Opening and not fewer than forty five (45) days prior to thecommencement of each full Fiscal Year thereafter, the Manager shall submit forapproval by the Executive Committee a proposed Annual Plan and OperatingBudget.  If the Executive Committee failsto approve the proposed Annual Plan and Operating Budget by December 1 of anygiven calendar year, the Project shall continue to operate under the mostrecent Annual Plan and Operating Budget as if it were for such upcoming FiscalYear until the Executive Committee otherwise agrees pursuant to the terms ofthe Agreement; except that capital expenditures (including equipmentleases and similar transactions) for Capital Improvements and Replacementsshall be permitted to the extent that amounts on deposit in the Reserve Fundare sufficient to fund the costs of such expenditures and thereafter only torepair or replace damaged or worn portions of the Project or damaged, worn,obsolete or unusable Furniture, Fixtures and Equipment.

(ii)           The Manager shall propose revisionsto the Annual Plan and Operating Budget from time to time to reflect anyunanticipated significant changes, variables or events or to includesignificant additional unanticipated items of income or expense.  Any such revision shall be submitted to theExecutive Committee for approval.  If theExecutive Committee fails to approve such revision within thirty (30) daysafter the date of such submission, the Project shall be operated in accordancewith the original Annual Plan and Operating Budget until the ExecutiveCommittee otherwise agrees pursuant to the terms of the Agreement.

(iii)          Except as expressly set forth in Section3.13 of the Agreement or elsewhere in the Agreement, the Manager may enterinto any contract, agreement, license or other financial obligation so long asthe amounts required to finance the Company’s performance of such contract, agreement,license or other financial obligation during the then-current Fiscal Year havebeen included in the then-current Annual Plan and Operating Budget, or make anychange in the interior or exterior use, operation, functionality or appearanceof the Project (that is not a material change), without the prior approval ofthe Executive Committee.  In the eventthat the Manager requests the approval of the Executive Committee for amaterial change to the interior or exterior use, operation, functionality or appearanceof the Project and neither member of the Executive Committee notifies theManager within seven (7) calendar days after receipt of such 

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written request that heobjects to such change, the Executive Committee shall be deemed to haveapproved such material change.

(iv)          A pro forma for the first five (5)years of operation of the Project, including compensation projected to bepayable to the Manager pursuant to Section 3.5 of the Agreement, shallbe provided to Holding and the EC Members prior to the Opening.  The pro forma shall be for illustrativepurposes only and shall not be an approved Annual Plan and Operating Budget.and neither Holding nor GC nor Station shall make any representations or warranties with respect thereto.

(b)           CapitalExpenditures.

(i)            The Manager shall recommend to theExecutive Committee from time to time proposed Capital Improvements andReplacements and the design and specifics thereof.  If the Executive Committee approves suchCapital Improvements and Replacements (including a budget therefor), theManager shall use commercially reasonable efforts to cause the installationthereof.  All Capital Improvements andReplacements approved by the Executive Committee shall be made at the sole costand expense of the Company (subject to the budget therefor) and to the extentreasonably feasible in a manner that will minimize any adverse impact on thenormal operation of the Project.

(ii)           The Manager shall, to the extentCompany funds are available following disbursement of funds in accordance with Paragraph(k) below, set aside within fifteen (15) days following the end of eachFiscal Month after Opening an amount equal to three percent (3%) of GrossRevenues for each such Fiscal Month, which amounts shall be deposited into theReserve Fund to pay for Capital Improvements and Replacements; provided,however, to the extent that there is borrowing availability under theExpansion Financing or Permanent Financing**,**as the case may be, in an amount equal to or greater than the amount then requiredto be deposited in the Reserve Fund, then the Manager may, to the maximumextent permitted under any Expansion Financing or Permanent Financing, maintainborrowing availability from such credit facility to be drawn in lieu of such “cash-funded”Reserve Fund.  To the extent that theManager so maintains borrowing availability under any Expansion Financing orPermanent Financing for the Reserve Fund, then Holding shall not have anyobligation to make additional Capital Contributions pursuant to Section 4.2(c) of the  Agreement. Any expenditures for Capital Improvements and Replacements during anyFiscal Year which have been budgeted in the Annual Plan and Operating Budget orotherwise approved by the Executive Committee may be made by the Manager withoutadditional approval and, to the extent funds are available, such payments shallbe made by the Manager from the Reserve Fund (including accrued interest andunused accumulations from earlier years) or from borrowing under the ExpansionFinancing or Permanent Financing, as the case may be.  Any amounts remaining in the Reserve Fund atthe close of a Fiscal Year shall be carried forward and retained in the ReserveFund until fully used as herein provided. To the extent the Reserve Fund is insufficient at a particular time, orto the extent the Reserve Fund plus anticipated contributions for theexisting Fiscal Year is less than the amount required by the Annual Plan andOperating Budget for the ensuing Fiscal Year, then 

----

additional expendituresshall be subject to the prior approval of the Executive Committee pursuant tothe terms of the Agreement and, if such expenditures are approved, theExecutive Committee shall determine the source of funds for such CapitalImprovements and Replacements; provided, however, that Holdingshall have the funding obligation set forth in Section 4.2(c) of theAgreement.  The Manager may, in itsreasonable discretion, sell capital items that are obsolete or are no longerneeded for the operation of the Project and deposit the proceeds thereof in theReserve Fund; provided, however, that prior approval of theExecutive Committee shall be required with respect to the sale of any capitalitem with a fair market value of $500,000 or more.

(iii)          In the event a condition should existwith respect to the Project of an emergency nature, including structuralrepairs, which requires that immediate repairs are necessary to preserve andprotect the Project, assure its continued operation or protect the health andsafety of its guests or employees, the Manager, on behalf and at the sole costand expense of the Company and as an Operating Cost, is authorized to take allsteps and to make all expenditures reasonably necessary to repair and correctany such condition, whether or not provisions have been made in the applicableAnnual Plan and Operating Budget for any such emergency expenditures, up to amaximum of $500,000 for any single emergency.  The Manager agreesthat it shall cause the Company to make such repairs and replacements only afterit has made a reasonable attempt (if circumstances permit) to inform theExecutive Committee of the existence of such emergency, the repairs andreplacements it proposes to make, and the estimated amount of expenditures tobe incurred.  If the Manager has beenunable to advise the Executive Committee in advance, it shall promptly notifythe Executive Committee after taking any necessary action.  Expenditures made by the Manager inconnection with an emergency shall be paid for first by the Company from theReserve Fund to the extent funds are available, and then from the OperatingBank Account.

(iv)          In the event that repairs to, oradditions, changes or corrections in, the Project of any nature shall berequired by reason of any laws, ordinances, rules or regulations now orhereafter in force, or by order of any governmental or municipal power,department, agency, authority or officer, the Manager shall inform theExecutive Committee of the existence of the governmental regulations and therepairs, additions, changes or corrections it believes are required to be madeand the estimated expenditures to be incurred. The Executive Committee shall determine whether to contest the validityor application of any such governmental requirements or to make such repairs; provided,however, that the Manager shall be authorized and empowered to take allactions it reasonably believes are necessary to comply with applicable laws ifthe failure to so comply might expose the Company, Holding or the Manager tocriminal liability, materially and adversely affect the operation of theProject, or jeopardize any Gaming License held by the Manager, Parent, any ofParent’s Subsidiaries, Holding or the Company.

(c)           Permits.  The Manager, at the sole cost and expense ofthe Company, shall use commercially reasonable efforts to obtain on or beforethe Opening and thereafter keep in full force and effect, all GovernmentalApprovals, including Gaming Licenses and liquor, bar, restaurant, sign andhotel licenses, as may be required for the operation of the Project pursuant to

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the operations standard in Section 3.1(b) ofthe Agreement, other than any Gaming Licenses or liquor licenses, permits orapprovals required to be obtained by Holding, Parent, GC and their Affiliatesin their individual capacities (which Holding agrees to use its best efforts toobtain at their respective sole cost and expense prior to the scheduledOpening, including the timely submission of all applications and disclosuresrequired or requested by the Gaming Authorities and liquor licensingauthorities).  The Manager shall operateand manage the Project in a manner that will not materially adversely affectthe Governmental Approvals necessary for the operation of the Project, but inall events shall use all reasonable efforts within its control to cause theCompany, at the Company’s sole cost and expense, to comply with all materialconditions or requirements set out in any Governmental Approvals.

(d)           OperatingSupplies and Operating Consumables. After Opening, the Manager shall, on behalf of the Company, usecommercially reasonable efforts to obtain and maintain such Operating Suppliesand Operating Consumables as it deems reasonably necessary for the operation ofthe Project in accordance with the Master Development Plan and subject to theprovisions of the Agreement and the then-current Annual Plan and OperatingBudget.

(e)           Personnel.

(i)            The Manager shall hire all employeesof the Company for and on behalf of the Company.  All personnel hired by the Company for theProject (other than those that constitute Shared Expenses) shall be employeesof the Company and all wages, compensation and benefits shall be the exclusiveobligation of the Company and the Manager shall not be liable to any of theCompany’s personnel therefor, except to the extent that the Manager sets thecompensation in contravention of the Annual Plan and Operating Budget withoutthe Executive Committee’s approval. Subject to the Annual Plan and Operating Budget, the Manager shall hire,supervise, direct, discharge and determine the compensation, other benefits andterms of employment of the Company’s personnel. With the exception of the General Manager, the Manager shall be the solejudge of the fitness and qualifications of such personnel and is vested withabsolute discretion in hiring, supervising, directing, discharging anddetermining the compensation, other benefits and terms of employment of suchpersonnel.  Holding may consult, adviseor communicate with the Manager, Construction Manager or the General Managerregarding Project personnel or problems related to personnel at any time, butHolding shall not interfere with or give orders or instructions to anypersonnel employed at the Project.

(ii)           The Manager shall use commerciallyreasonable efforts to cause the Company to obtain workers’ compensationinsurance and employer’s liability insurance. The insurance coverages required hereunder shall be set forth in theAnnual Plan and Operating Budget.

(iii)          The general hiring policies and the dischargeof employees at the Project shall in all material respects comply with all “EqualEmployment Opportunity” laws and regulations, and the Manager agrees to complyin all material respects with all laws, regulations and ordinances regardingthe employment and payment of persons engaged in 

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the operation of theProject, including without limitation all “Equal Employment Opportunity” lawsand regulations.

(iv)          The Manager shall keep the ExecutiveCommittee informed of all negotiations with labor unions representing employeesat the Project, and neither the Manager nor the Company shall enter into anyunion contracts covering its employees without the prior approval of theExecutive Committee pursuant to the terms of the Agreement, unless required bylaw to do so (which contracts, in all cases, shall be furnished to theExecutive Committee as soon as reasonably possible).

(f)            Sales,Marketing and Advertising.  Subjectto the Annual Plan and Operating Budget, the Manager shall, at the sole costand expense of the Company, advertise and promote the business of the Project,institute and supervise a sales and marketing program, and coordinate with tourprograms marketed by airlines, travel agents and government tourist departmentswhen the Manager deems the same to be advisable for the operation of theProject.  Subject to the Annual Plan andOperating Budget, the Manager may cause the Project to participate in sales andpromotional campaigns and activities involving complimentary rooms, food andbeverages to customers, bona fide travel agents, tourist officials and airlinerepresentatives where such is customary and appropriate in the gaming industry.

(g)           Maintenanceand Repairs.  Subject to the AnnualPlan and Operating Budget, the Manager shall make or cause the Company to make,at the sole cost and expense of the Company, all repairs, replacements,corrections and maintenance items to the Project as shall be required in thenormal and ordinary course of operation of the Project.  In conjunction therewith and subject to theAgreement (including Section 3.13 of the Agreement) and the Annual Planand Operating Budget, the Manager is authorized to make and enter into in thename of, for the account of and at the expense of the Company, all suchcontracts and agreements as in the Manager’s opinion are reasonably necessaryfor the repair and maintenance of the Project and to cause the same to be paidby the Company when due.

(h)           Compliancewith Legal Requirements.  The Managershall take all commercially reasonable actions necessary to materially complywith, and to cause the Company to materially comply with, any and all laws,orders or requirements of any federal, state, county or municipal agencyaffecting the Project or the ownership or operations thereof.  The Executive Committee shall determinewhether to contest any tax payment or assessment, or any governmental orregulatory order or requirements (except that, where failure to complypromptly with any such order or requirements might expose the Company, any Memberor the Manager to criminal liability, materially and adversely affect theoperation of the Project or jeopardize any Gaming License held by the Manager,Parent, any of Parent’s Subsidiaries, Holding or GC or their Affiliates, theManager may take such action without Executive Committee approval).  The Manager shall promptly notify theExecutive Committee in writing of all such orders and notices or requirementsthat are received by the Manager.  Exceptas otherwise provided in the Agreement, the costs of such compliance shall beat the expense of the Company.

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(i)            FinancialStatements.

(i)            On or before the fifteenth (15th) day of each Fiscal Month,the Manager shall deliver to Holding a Profit and Loss statement, statement ofincome and balance sheet showing the results of the operation of the Projectfor the preceding Fiscal Month and the year-to-date, and having attachedthereto a computation of the Base Management Fee and Incentive Management Feefor such preceding month and the year-to-date.

(ii)           Within ninety (90) days after the endof each Fiscal Year, the Manager shall deliver to Holding an audited balancesheet together with a comparison to the previous Fiscal Year (after the firstfull Fiscal Year) and a related detailed statement of Profit and Loss(including all supporting departmental schedules of revenues and expenses),together with a comparison to the previous Fiscal Year and the current AnnualPlan and Operating Budget, and having annexed thereto a computation inreasonable detail of the Base Management Fee and Incentive Management Fee forsuch Fiscal Year; and

(iii)          Upon the written request of Holding,such other additional statements, computations and reports regularly orotherwise prepared by the Company, or otherwise contemplated or required underthe Agreement.

(j)            AccountingMatters and Fiscal Periods.

(i)            At the cost and expense of theCompany, the Manager shall cause an audit of the Company’s annual financialstatements to be performed following the end of each Fiscal Year (and upon terminationof the Agreement if not coincident with a Fiscal Year end) by anationally-recognized, independent certified public accounting firm withexpertise in gaming proposed by the Manager and approved by the ExecutiveCommittee pursuant to the terms of the Agreement.

(ii)           The books and records reflecting theProject operations shall be kept by the Manager in accordance with GAAP appliedon a consistent basis, and shall be maintained in the Las Vegas, Nevadametropolitan area. Holding, Parent and GC and their accounting firms shall havethe right to examine and copy the books and records of the Project uponreasonable prior notice to the Manager.

(k)           OperatingBank Account.  Subject to the termsand conditions of the Agreement, all sums received from the operation of theProject and all sums advanced by the Company for purposes other than CapitalImprovements and Replacement shall be deposited in the Operating BankAccount.  The Manager shall disbursefunds from the Operating Bank Account on a monthly basis in the following orderof priority and to the extent available:

(i)            when due, all Operating Costs;

(ii)           when due, the payment of debt servicewith respect to the Construction Financing, Expansion Financing or PermanentFinancing;

(iii)          when due, the payment of debt servicewith respect to other loans from third parties;

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(iv)          the Base Management Fee and IncentiveManagement Fee (including any accrued Base Management Fee and IncentiveManagement Fee from prior periods); except in the event that Station (A) is nolonger a member of Holding, the Base Management Fee and Incentive ManagementFee (including any accrued Base Management Fee and Incentive Management Feefrom prior periods) shall be paid as an Operating Cost under Clause (i) above,or (B) is in default of its obligations as a member of Holding, in which eventthe Base Management Fee and Incentive Management Fee that accrues followingsuch default shall be paid after the payment of any debt service due to anylender under Clause (vii) below;

(v)           the payment for emergencyexpenditures to the extent paid from the Operating Bank Account or from amountson deposit in the Reserve Fund;

(vi)          deposits into the Reserve Fund and anyother reserves established by the Executive Committee for anticipatedexpenditures, liabilities or contingencies;

(vii)         when due, the payment of debt servicewith respect to any loans from Holding, GC or Parent; and

(viii)        the remaining balance thereof shallconstitute “Distributable Cash” for purposes of the Agreement.

In following thepriorities set forth above, the Manager will reserve funds in the OperatingBank Account each Fiscal Month for payment of any Operating Costs for any ofthe above items which the Manager has a duty to pay that are not paid on amonthly basis (e.g., real estate taxes, insurance premiums and soon).  To the extent that there aresufficient funds on deposit in the Operating Bank Account, the Manager shallperform the function of paying all Operating Costs and other items set forthabove (including but not limited to debt service, real estate taxes, insurancepremiums, etc.) unless otherwise agreed by the Executive Committee.

(l)            InsuranceCoverage.  The Manager agrees to usecommercially reasonable efforts to cause the Company to procure and maintain atall times during the term hereof, as an Operating Cost, insurance in suchamounts and coverages as may be required by the then-current Annual Plan andOperating Budget, which shall be no less than that necessary to conform toreasonable industry standards for a similar hotel and casino, taking intoconsideration inflation and any events or trends of liability which affect therisks attendant to owning and operating the Project.  All such insurance shall be provided under policiesissued by insurance companies of good reputation and of sound financialresponsibility and licensed by the State of Nevada.  All liability, business interruption andcrime insurance policies shall be written in the name of the Company withHolding, each of the members of Holding and the Manager being named thereon asadditional insureds.  All insurancepolicies shall be endorsed specifically to the effect that the proceeds of anycrime or business interruption losses shall be made payable to the Company, orto the extent required by any lender of Construction Financing, PermanentFinancing, Expansion Financing  or otherfinancing, to such lender.  All suchpolicies of insurance shall also be endorsed specifically to the effect thatsuch policies shall not be canceled or materially changed without at leastthirty (30) days prior written notice to Holding and the Manager.  To the extent obtainable withoutsignificantly increasing the premium cost, all policies of comprehensive 

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public liability insurance and comprehensive crimeinsurance shall contain an endorsement to the effect that such insurance shallbe primary to any other similar insurance carried by the Company, Holding orthe Manager.  Certificates of insuranceshall be sent to Holding and the Manager pursuant to Section 8.1 of the Agreement.

(m)          LeaseAgreements.  The Manager shall beresponsible for the leasing of space in the Project in the Company’s name tothird-party lessees, licensees and concessionaires, subject to the priorapproval of the Executive Committee of the tenant, licensee or concessionaire,and terms of such leases, licenses or other occupancy agreements.  The Manager will enforce such leases,licenses or other occupancy agreements in a manner which is consistent withsound business practices.  Revenuesreceived by the Company under any lease, license or occupancy agreements shallbe deemed a part of Gross Revenues as defined under the Agreement, exceptfor reimbursements for utilities, taxes or similar matters.

(n)           LegalAction.  The Manager shall have theright to institute, on behalf of and in the name of the Company, any and alllegal actions or proceedings affecting the Project, including the constructionthereof, such as, but not limited to, to collect charges, rent or other incomefrom the Project or to remove any tenants, terminate a lease, license, orconcession agreement, a breach thereof or default entered by any tenant,licensee, concessionaire, supplier, or contractor, or to protect and/orlitigate to final decision in any appropriate forum, any violation, rule,regulation or agreement concerning the Project, including the constructionthereof; provided, however, that approval of the ExecutiveCommittee pursuant to the terms of the Agreement shall be required with respectto the institution or defense of any action (or settlement thereof) where thereis a reasonable possibility of exposure to the Company in excess of $250,000 orthat could have a material adverse effect on the operation of the Project; provided,further, that the Executive Committee shall be deemed to have approvedthe institution of any action or defense of an action unless either EC Membernotifies the Manager that he disapproves such action within seven (7) daysafter receipt of written notice requesting such institution or defense.  Any counsel to be engaged under thissubsection (n) with respect to any matter with a reasonable possibility ofexposure to the Company in excess of $250,000 or that could have a materialadverse effect on the operation of the Project shall be proposed by the Manager,subject to the prior approval of the Executive Committee pursuant to the termsof the Agreement.  The Annual Plan andOperating Budget shall contain an amount, approved pursuant to Paragraph (a)above, with respect to any litigation or legal fees the Company anticipatesincurring (as the same shall be amended pursuant to Paragraph (a)(ii)above from time to time at the request of Holding, the Manager or GC in theevent of the need to incur litigation or legal fees after the establishment ofthe Annual Plan and Operating Budget), which may be incurred by either Holding,the Manager or GC (or an Affiliate of GC) as provided in the Agreement.

(o)           Consultation.  When requested to do so, representatives ofthe Manager and the General Manager shall meet with the Executive Committee todiscuss the performance of the Project and of the Manager of its obligationshereunder and the Manager’s plans and expectations for the Project for theremaining Fiscal Year.

(p)           Emergencies.  Notwithstanding anything to the contrarycontained within this Schedule 3.4, if at any time it becomes necessaryin the Manager’s reasonable judgment to cease operations of all or part of theProject to protect the Project from material and adverse 

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consequences or to protect the health, safety orwelfare of the guests or employees of the Project, then the Manager may closeand cease operations of that portion of the Project, reopening the same whenthe Manager reasonably believes that such event has passed; provided, however,that the Manager shall immediately notify the Executive Committee of such eventand shall keep that portion of the Project closed for the minimum reasonableperiod of time.

(q)           Contracts.  The Manager shall use commercially reasonableefforts to cause the Company to comply with and not to become in default underany contract, agreement, loan document or other obligation of the Company ifsuch failure to comply or a default thereunder would have a material adverseeffect on the Company or Holding, unless such action is approved by theExecutive Committee, to the extent so affected.

(r)            ExpansionProject(s).  With respect to eachExpansion Project:

(i)            In General.  Subject to Force Majeure, the Manager shalluse commercially reasonable efforts to (A) supervise and cause the completionof each  Expansion Project in accordancewith the applicable Expansion Project Construction Plan and Expansion ProjectDesign Plan in line with the Expansion Project Budget for such  Expansion Project, (B) protect the ResortProperty’s land use entitlements and (C) obtain on behalf of the Company allFurniture, Fixtures and Equipment requisite for the operation of the ExpansionProject, at the Company’s sole cost and expense.

(ii)           ExpansionProject Construction Manager.  TheManager shall select the  ExpansionProject Construction Manager with the prior approval of the Executive Committeepursuant to the terms of the Agreement.

(iii)          ExpansionProject Design, Plan and Budget.  TheManager shall submit to the Executive Committee for approval each ExpansionProject, consisting of the Expansion Project Design Plan, Expansion ProjectConstruction Plan and Expansion Project Budget. The Expansion Project Design Plan and Expansion Project ConstructionPlan may be approved in whole or in segments or by components by the ExecutiveCommittee pursuant to the terms of the Agreement.

(iv)          Contractors.  The Manager shall select, subject to theprior approval of the Executive Committee, the general contractor andarchitectural, interior design and landscaping firms for each ExpansionProject.  The Manager shall submit theCompany’s contracts with the architect, interior design, landscaping primecontractor and general construction contractor for the prior approval of theExecutive Committee pursuant to the terms of the Agreement.

(v)           ChangeOrders.  With respect to changeorders relating to an Expansion Project, the Executive Committee shallestablish the parameters within which the Manager may make change orderswithout the approval of the Executive Committee at the time the ExecutiveCommittee approves the Expansion Project Budget.

(vi)          Reports.  The Manager shall provide the ExecutiveCommittee with monthly progress reports on each Expansion Project no later thanthe twenty seventh 

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(27th) dayof each calendar month, which progress report shall state in reasonable detailall expenditures during the preceding calendar month together with a comparisonof such expenditures to budgeted amounts and a revised estimate of theExpansion Project’s remaining costs to completion.  In addition, representatives of the Managershall be available to meet with the Executive Committee when so requested toreview the status of such Expansion Project.

 

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**ATTACHMENTI**

Form of Licenseand Support Agreement

 

See Attached

 

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**ATTACHMENTII**

Form of LicenseAgreement

 

See Attached

 

1

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