**Exhibit 10.41**

**FINAL**

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**OPERATING AGREEMENT**

**OF**

**ALIANTE  HOLDING, LLC**

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**DECEMBER16, 2005**

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**TABLE OFCONTENTS**
| **ARTICLE I**   | ** ** | **DEFINITIONS**                                                         | ** ** | ** ** |
|-----------------|------------|-------------------------------------------------------------------------|------------|------------|
| 1.1             |       | Definitions                                                             |       | 1          |
| **ARTICLE II**  | ** ** | **FORMATION**                                                           | ** ** | ** ** |
| 2.1             |       | Formation                                                               |       | 15         |
| 2.2             |       | Name                                                                    |       | 15         |
| 2.3             |       | Purposes and Powers                                                     |       | 15         |
| 2.4             |       | Registered Agent and Registered Office                                  |       | 16         |
| **ARTICLE III** | ** ** | **MANAGEMENT**                                                          | ** ** | ** ** |
| 3.1             |       | The Executive Committee                                                 |       | 16         |
| 3.2             |       | No Liability for Fees, Costs and Expenses of Aliante  LLC and Losee LLC |       | 16         |
| 3.3             |       | [Reserved.]                                                             |       | 16         |
| 3.4             |       | [Reserved.]                                                             |       | 16         |
| 3.5             |       | [Reserved.]                                                             |       | 17         |
| 3.6             |       | Expense reimbursement                                                   |       | 17         |
| 3.7             |       | Removal of the Manager                                                  |       | 17         |
| 3.8             |       | Officers                                                                |       | 17         |
| 3.9             |       | Competing Transactions                                                  |       | 17         |
| 3.10            |       | Tax Matters Partner                                                     |       | 18         |
| 3.11            |       | Liability of Members                                                    |       | 18         |
| 3.12            |       | Prohibition Against Publicly Traded Partnership                         |       | 18         |
| 3.13            |       | Executive Committee Membership                                          |       | 18         |
| 3.14            |       | Decisions Subject to Executive Committee Approval                       |       | 19         |
| 3.15            |       | Place of Meetings and Meetings by Telephone                             |       | 19         |
| 3.16            |       | Regular Meetings                                                        |       | 19         |
| 3.17            |       | Special Meetings                                                        |       | 19         |
| 3.18            |       | Quorum                                                                  |       | 19         |
| 3.19            |       | Manner of Acting                                                        |       | 19         |
| 3.20            |       | Waiver of Notice                                                        |       | 19         |
| 3.21            |       | Adjournment                                                             |       | 20         |
| 3.22            |       | Action Without a Meeting                                                |       | 20         |
| 3.23            |       | Resignation                                                             |       | 20         |
| 3.24            |       | Removal                                                                 |       | 20         |
| 3.25            |       | Vacancies                                                               |       | 20         |
| 3.26            |       | Compensation to EC Members                                              |       | 20         |
| 3.27            |       | Liability to Third Parties                                              |       | 20         |
| 3.28            |       | No Guarantee of Return by EC Members                                    |       | 20         |
| 3.29            |       | Transactions with Company or Otherwise                                  |       | 20         |
| 3.30            |       | Indemnification                                                         |       | 21         |
| **ARTICLE IV**  |       | **FINANCIAL  MATTERS**                                                  |       | ** ** |
| 4.1             |       | Initial Capital Contributions                                           |       | 21         |
| 4.2             |       | Additional Capital Contributions                                        |       | 21         |
| 4.3             |       | Default                                                                 |       | 25         |
| 4.4             |       | Allocation of Profits and Losses                                        |       | 29         |

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| 4.5              |       | Distributions                                                                      |       | 31         |
|------------------|------------|------------------------------------------------------------------------------------|------------|------------|
| **ARTICLE V**    | ** ** | **MEMBERS;  TRANSFER OF INTERESTS**                                                | ** ** | ** ** |
| 5.1              |       | Admission                                                                          |       | 32         |
| 5.2              |       | Transfer of Interests                                                              |       | 32         |
| 5.3              |       | Gaming Licensing                                                                   |       | 35         |
| 5.4              |       | Required Member Approvals                                                          |       | 36         |
| 5.5              |       | Place of Meetings and Meetings by Telephone                                        |       | 36         |
| 5.6              |       | Annual Meeting                                                                     |       | 36         |
| 5.7              |       | Special Call of Meetings                                                           |       | 36         |
| 5.8              |       | Notice of Meetings of Members                                                      |       | 36         |
| 5.9              |       | Manner of Giving Notice                                                            |       | 37         |
| 5.10             |       | Adjourned Meeting; Notice                                                          |       | 37         |
| 5.11             |       | Quorum; Voting                                                                     |       | 37         |
| 5.12             |       | Waiver of Notice by Consent of Absent Members                                      |       | 37         |
| 5.13             |       | Member Action by Written Consent Without a Meeting                                 |       | 37         |
| 5.14             |       | Record Date for Member Notice, Voting, and Giving  Consents                        |       | 37         |
| 5.15             |       | In General                                                                         |       | 38         |
| 5.16             |       | Compliance with the Aliante Operating Agreement and  the Losee Operating Agreement |       | 41         |
| **ARTICLE VI**   | ** ** | **DISSOLUTION,  LIQUIDATION AND TERMINATION**                                      | ** ** | ** ** |
| 6.1              |       | Dissolution                                                                        |       | 42         |
| 6.2              |       | Liquidation and Termination                                                        |       | 42         |
| 6.3              |       | Articles of Dissolution                                                            |       | 42         |
| 6.4              |       | Negative Capital Accounts                                                          |       | 42         |
| 6.5              |       | Deemed Distribution and Recontribution                                             |       | 42         |
| 6.6              |       | Limitations on Rights of Members                                                   |       | 43         |
| **ARTICLE VII**  | ** ** | **AMENDMENTS**                                                                     | ** ** | ** ** |
| 7.1              |       | Amendments Generally                                                               |       | 43         |
| 7.2              |       | Amendments by the Executive Committee                                              |       | 43         |
| **ARTICLE VIII** | ** ** | **MISCELLANEOUS**                                                                  | ** ** | ** ** |
| 8.1              |       | Notices                                                                            |       | 43         |
| 8.2              |       | Binding Effect                                                                     |       | 44         |
| 8.3              |       | Headings                                                                           |       | 44         |
| 8.4              |       | Severability                                                                       |       | 44         |
| 8.5              |       | Further Action                                                                     |       | 44         |
| 8.6              |       | Governing Law                                                                      |       | 44         |
| 8.7              |       | Waiver of Action for Partition                                                     |       | 44         |
| 8.8              |       | Counterpart Execution                                                              |       | 44         |
| 8.9              |       | Publicity                                                                          |       | 44         |
| 8.10             |       | Transition as Manager                                                              |       | 45         |
| 8.11             |       | Broker Fees                                                                        |       | 45         |
| 8.12             |       | Securities Under the UCC                                                           |       | 45         |

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| LIST OF EXHIBITS |
|------------------|
|             |
| Exhibit A        |   | Legal Description of Aliante Property |
| Exhibit B        |   | List of Investment Banking Firms |
| Exhibit C-1      |   | Aliante Property Representations by GC |
| Exhibit C-2      |   | Losee Property Representations by Station and Parent |
| Exhibit D        |   | New Property(ies) |
| Exhibit E        |   | Legal Description of Losee Property |
| Exhibit F        |   | Notice Addresses |
| Exhibit G        |   | Initial Members and Membership Interests |
| Exhibit H-1      |   | Permitted Exceptions (Aliante Property) |
| Exhibit H-2      |   | Permitted Exceptions (Losee Property) |
| Exhibit I        |   | Articles of Organization |

 
| LIST OF SCHEDULES |
|-------------------|
|              |   |
| Schedule 4.1(a)   | GC’s Initial Capital Contribution |
| Schedule 4.1(b)   | Station’s Initial Capital Contribution |
|              |   |
| ATTACHMENTS       |
|              |   |
| Attachment I      | Form of Aliante Operating Agreement |
| Attachment II     | Form of Losee Operating Agreement |
| Attachment III    | Form of GC Assignment of Membership Interest |
| Attachment IV     | Form of Station Assignment of Membership Interest |

 

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**OPERATING AGREEMENT**

**OF**

**ALIANTE HOLDING, LLC**

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

**RECITALS**

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

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

**AGREEMENT**

**ARTICLEI**

**Definitions**

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

“Acquisition Notice” has the meaning set forthin Exhibit D.

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

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

“AdjustedCapital Account Deficit” means, with respect to any Member, the deficitbalance, if any, in such Member’s Capital Account as of the end of the relevantFiscal Year, after giving effect to the following adjustments:

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

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

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

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

“Affiliate” means, with respect to any Person,(i) any other Person directly or indirectly controlling, controlled by, 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 3.9.

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

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

“Aliante Financing Arrangements” means theConstruction Financing, Expansion Financing or Permanent Financing, assuch terms are defined in the Aliante Operating Agreement.

“Aliante LLC” means Aliante Gaming, LLC, aNevada Limited liability company.

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

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

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

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

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

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

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

“Appraised Value” means, in the case of aMembership Interest, the fair market value thereof as determined by agreementof Station and GC or, in the event that Station and GC are unable to agree uponsuch value within thirty (30) days after the requirement to determine AppraisedValue arises, as determined by one (1) investment banking firm selected jointly(and paid equally) by Station and GC from the list attached hereto as ExhibitB; provided, however, if either Station or GC give writtennotice to the other within five (5) days after the expiration of the foregoingthirty (30) day period that it desires to have three (3) investment bankingfirms determine the Appraised Value of the Membership Interests, rather thanone (1) investment banking firm, or if Station and GC are unable to agree onone (1) investment banking firm within such thirty (30) day period, thedetermination of fair market value shall be made by three (3) investmentbanking firms, one (1) of which shall be selected and paid by Station from ExhibitB, one (1) of which shall be selected and paid by GC from Exhibit Bwithin fifteen (15) days after the expiration of the foregoing thirty (30) dayperiod and one (1) of which shall be selected from Exhibit B by the two(2) investment banking firms so selected within fifteen (15) days after theexpiration of the foregoing fifteen (15) day period and paid equally by Stationand GC.  In the event that there is one(1) investment banking firm, its determination of fair market value shall bethe Appraised Value.  If there are three(3) investment banking firms, the Appraised Value shall be the average of thetwo (2) closest determinations, in dollar value, of fair market value made bythe three (3) investment banking firms as so selected.  Unless the Members unanimously instruct theExecutive Committee otherwise, the Executive Committee shall instruct theinvestment banking firm to calculate the fair market value of the Company as agoing concern, without any discount for (i) lack of liquidity, (ii)restrictions on transferability, (iii) minority interest, (iv) lack of control,(v) overhead charges, (vi) rights to receive management fees or similar typesof payments for services rendered by the owner of the Membership Interest beingvalued and/or (vii) the financial condition, operating performance or businessreputation of the Member or any party controlling the Member, but less anyCompany indebtedness, multiplied by the percentage ownership interestrepresented by the Membership Interest in question.  The determination of Appraised Value pursuantto the foregoing process shall be final and binding on all Parties.

“Articles” has the meaning set forth in Section2.1.

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

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(i)            Filing 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 Person

(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 the Person’s assets.

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

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

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

(ii)           To each Member’s Capital Accountthere shall be debited the amount of cash and the Gross Asset Value of anyproperty other than money distributed to such Member pursuant to any provisionof this Agreement (other than payments made pursuant to Section 3.5),such Member’s distributive share of Losses and any items in the nature ofexpenses or losses that are specially allocated to such Member pursuant to Section4.4(c);

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

(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 suchRegulations.  The Executive Committeeshall (i) make any adjustments that are necessary or appropriate to maintainequality between the Capital Accounts of the Members and the amount of capitalreflected on the Company’s balance sheet, as computed for book purposes, inaccordance with Regulations Section 1.704-1(b)(2)(iv)(g),

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

“Capital Contribution” means, with respect to aMember as of any date, the amount of money and other property actuallycontributed to the Company by such Member through such date.  The amount of a Capital Contribution made inproperty other than money shall be the fair market value, net of assumedliabilities, of the contributed property as determined in good faith by theExecutive Committee; provided, however, GC’s Initial Capital Contributionand Station’s Initial Capital Contribution shall have the values ascribed in Schedule4.1(a) and Schedule 4.1(b), respectively.

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

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

(ii)                                                        Parentsells, conveys, transfers or leases, directly or indirectly, all orsubstantially all of the properties and assets of Parent and its subsidiariesto any Person; or

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

(iv)                                                    Parentconsolidates with or merges into another corporation or any corporationconsolidates with or merges into Parent, in either event pursuant to atransaction in which the outstanding Voting Stock of Parent is changed into orexchanged for cash, securities or other property, other than any suchtransaction between Parent and its wholly-owned subsidiaries, with the effectthat any “person” (other than the Existing Equity Holders) becomes the “beneficialowner,” directly or indirectly, of securities representing forty percent (40%)or more of the combined voting power of Parent’s Voting Stock and at such timeas the Existing Equity Holders together shall fail to beneficially own,directly or indirectly, securities representing at least  at least the same percentage of the combinedvoting power of Parent’s Voting Stock as is “beneficially owned” by such “person”;or

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(v)                                                       NeitherFrank J. Fertitta III, nor Lorenzo J. Fertitta, nor any of their  respective lineal descendants, is, for aperiod of ninety (90) days or more in any calendar year, the chief executiveofficer of Parent with the powers, duties and authority commensurate with suchoffice.

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

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

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

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

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

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

“Claims” has the meaning set forth in Section3.29(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(f)(ix).

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

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

“Construction Loan Documents” means any and alldocuments executed in connection with the Construction Financing as approved byExecutive Committee of Aliante LLC at any time and from time to time pursuantto the terms of the Aliante Operating Agreement.

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

“ContributionDate” means January 6, 2006.

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

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

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

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

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

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

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

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

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

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

“Default Loan” has the meaning set forth in Section4.3(g).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“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) in the AlianteOperating Agreement

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“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) of theAliante Operating Agreement) which was owned, operated or managed by such aninvestor in Parent (other than a Fertitta Family Member) or a successor toParent prior to such merger, consolidation, acquisition or similar transaction.

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

“ExpansionFinancing” means third-party debt financing for the construction of eachExpansion Project and to refinance the previous construction financingtherefor, as approved by Executive Committee of Aliante LLC at any time andfrom time to time pursuant to the terms of the Aliante Operating Agreement.

“Expansion Project” means each additionalconstruction project at the Aliante Project after the initial constructionproject if and as approved by the Executive Committee of Aliante LLC at anytime and from time to time pursuant to the terms of the Aliante OperatingAgreement.

“Expansion Project Loan Documents” means anyand all documents, agreements and instruments evidencing the terms andconditions of an Expansion Financing, as approved by the Executive Committee atany time and from time to time pursuant to the terms of the Aliante OperatingAgreement.

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

“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.

“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.

“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

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Nevada, specifically, the Nevada Gaming Commission,the Nevada State Gaming Control Board, 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 ofsuitability, franchises and entitlements issued by any Gaming Authoritynecessary for or relating 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’s actual knowledge”has the meaning set forth in Exhibit C-1.

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

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

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

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

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

“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

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Contribution; and thedistribution by the Company to a Member of more than a *de minimis* amount of property asconsideration for the Member’s interest in the Company;

(ii)           The Gross Asset Value of any Companyasset distributed to any Member 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 definition of “Profit” and “Loss.”

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

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

“Indemnitee” has the meaning set forth in Section3.30(a).

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

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

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

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

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

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

“Losee Operating Agreement” means the Amendedand Restated Operating Agreement of Losee Elkhorn Properties, LLC, dated and tobe effective as of January 6, 2006, by and between Losee LLC and theCompany,  and acknowledged and agreed toby GC and Station, as members

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

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

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

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

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

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

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

“Member Nonrecourse Deductions” shall mean “partnernonrecourse deductions” as determined in accordance with Regulations Section1.704-2(i)(2).

“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.  The initialpercentage Membership Interests of the initial Members of the Company are setforth on Exhibit G, which percentages shall be subject to adjustmentfrom time to time as set forth in Sections 4.2 and 4.3.

“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).

“New Property” has the meaning set forth in ExhibitD.

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

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

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

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

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

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

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

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

“Offering Member” has the meaning set forth in ExhibitD.

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

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

“Other Member” has the meaning set forth in ExhibitD.

“Owners Policy” as to the Aliante Property, has the meaning set forth in Schedule4.1(a) and, as to the Losee Property, has the meaning set forth in Schedule4.1(b).

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

“Participation Election” has the meaning setforth in Exhibit D.

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

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

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

“Permanent Loan Documents” means any and alldocuments executed in connection with any Permanent Financing as approved byExecutive Committee of Aliante LLC at any time and from time to time pursuantto the terms of the Aliante Operating Agreement.

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

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

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

“Problem Member” has the meaning set forth in Sections5.3(a) and (b).

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“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 Sections4.4(c) and 4.4(d)(ii) hereof shall be excluded from such taxableincome 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, amortization and other costrecovery 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 ExecutiveCommittee.

“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).

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

“Registered Agent” has the meaning set forth inSection 2.4.

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

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

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

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

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

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

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

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

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

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

“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) of the Aliante Operating Agreement.

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

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

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

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

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

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

“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.

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

“Unsuitable Person” means a Member, or officerof the Company, an EC Member or an Affiliate of any such Person, (i) who isdenied or refused a Gaming License by any Gaming Authority in the State of Nevada,disqualified from eligibility for a Gaming License necessary for the ownershipof or participation in non-restricted gaming in the State of Nevada, determinedto be unsuitable to own or control a Membership Interest or determined to beunsuitable to be connected with a Person engaged in gaming activities in theState of Nevada by a Gaming Authority or otherwise fails to obtain a GamingLicense necessary for the ownership of or participation in non-restrictedgaming in the State of Nevada, or (ii) whose continued involvement in thebusiness of the Company as a Member, EC Member, officer, employee or otherwise,(A) causes the Company to lose or to be threatened with the reasonably likelyloss of any Gaming License, or (B) is deemed likely, in the reasonablediscretion of GC and Station and based on verifiable information or informationreceived from the Gaming Authorities, to jeopardize or adversely affect thelikelihood that the Gaming Authorities will issue a Gaming License to theCompany and Aliante or to adversely affect the Company’s use of or entitlementto any Gaming License or that of GC, Aliante, Station or Parent, or any oftheir 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, but excluding convertible indebtedness,of any Person that is normally entitled to vote in the election of directors,managers, managing partners or trustees.

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

**ARTICLEII**

**Formation**

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

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

2.3           Purposesand Powers.  The purpose of theCompany is to own all of the issued and outstanding membership interests inAliante LLC and Losee LLC, New Properties and/or equity interests in entitiesformed to acquire, hold and/or operate New Properties.  In connection

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therewith, the Company shall have authority to engagein any 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 or privilegesare necessary or convenient to the conduct, promotion or attainment of thebusiness, purposes or activities of the Company.

2.4           RegisteredAgent and Registered Office.  KeyReid shall be the Company’s registered agent for purposes of the Act (the “RegisteredAgent”),  and the Registered Agentshall maintain the registered office of the Company as required by theAct.  The address of the Company’sinitial registered office shall be c/o G.C. Aliante, LLC, c/o The GreenspunCorporation, 901 North Green Valley Parkway, Suite 210, Henderson,, Nevada89074.  In addition to any recordsrequired by the Act, the Registered Agent shall maintain the following recordsat the registered office: (i) a current list of the full name and last knownbusiness address of each Member, separately identifying the Members inalphabetical order; (ii) a copy of the filed Articles and all amendmentsthereto, together with executed copies of any powers of attorney pursuant towhich any document has been executed; (iii) copies of the Company’s federal,foreign, state and local income tax returns and reports, if any, for the three(3) most recent years; (iv) copies of this Agreement and any amendmentsthereto; and (v) any financial statements of the Company for the three (3) mostrecent years.  The Company’s RegisteredAgent and office may be changed by the Executive Committee.

**ARTICLEIII**

**Management**

3.1           TheExecutive Committee.  Subject to thisAgreement and to the approval rights vested in the Members and/or GC pursuant to this Agreement,the sole responsibility and authority for the management of the Company isvested in the Executive Committee, and the Executive Committee shall have thecomplete right and authority to manage the business and affairs of the Company.  No Member, acting in its capacity as aMember, shall constitute an agent of the Company or have any authority to actfor or bind the Company.  The Membersagree that they shall use commercially reasonable efforts to cooperate with theEC Members as reasonably requested by the Executive Committee in carrying outits duties under this Agreement and in complying with any restrictions placedon the Members or the Company by any Gaming Authority.

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

3.3           [Reserved.]

3.4           [Reserved.]

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3.5           [Reserved.]

3.6           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 Members pursuant to an approved Annual Plan and Operating Budget.

3.7           Removal of the Manager.

(a)           In the event that GC exercises itsright under the Aliante Operating Agreement to remove Station as the Manager,Station shall have the right to require GC to acquire Station’s entireMembership Interest in the Company at the Appraised Value.  Station shall notify GC in writing withinsixty (60) days after being removed as the Manager that it is consideringexercising such right and that the Appraised Value must be determined.  Within thirty (30) days following the determinationof Appraised Value, Station must give written notice to GC if it desires tosell its Membership Interest at the Appraised Value (the “Removal PutExercise Date”).  The closing on suchacquisition shall occur within sixty (60) days after the receipt of allnecessary consents and approvals for such Transfer.  Station’s Membership Interest shall beconveyed free and clear of all liens and encumbrances, except those ofthis Agreement, and Station and its Affiliates shall be released from all indebtednessor guaranties incurred on behalf of the Company.  The purchase price shall be paid in cash,unless otherwise agreed by Station.

(b)           In the event GC defaults on acquiringa Station’s Membership Interest pursuant to this Subsection, or the requisite consentsand approvals to Transfer have not been (or cannot be) obtained for such salewithin one (1) year after the Removal Put Exercise Date, or Station and itsAffiliates cannot be released from all indebtedness or guaranties upon suchsale within one (1) year after the Removal Put Exercise Date, then Station canrequire the Company or its assets to be sold pursuant to actions taken by aninvestment banker (selected by Station from the list on Exhibit B) in acommercially reasonable time frame.

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

3.9           CompetingTransactions.   Subject to Sections3.8(a) and 3.8(b) of the Aliante Operating Agreement, eachFertitta Person and each Greenspun Person shall be entitled to enter into anytransaction that may be considered to be competitive with, or a businessopportunity that

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

3.10         TaxMatters Partner.  Station 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 the Members of (a)the receipt by the Tax Matters Member of written notice that a federal, stateor local taxing authority intends to examine the Company’s income tax returnsfor any year; (b) receipt by the Tax Matters Member of written notice of afinal partnership administrative adjustment under Code Section 6223; and (c)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 without theapproval of the Executive Committee.

3.11         Liabilityof Members.  Except as otherwiseprovided by the Act, none of the Members shall be obligated personally for anydebt, obligation or liability of the Company or of any other Member solely byreason of being a Member. Except as otherwise provided in this Agreement or byapplicable law, none of the Members shall have any fiduciary or other duty tothe Company or any Member with respect to the business and affairs of theCompany.  The Company shall indemnifyeach Member and hold each Member harmless from and against any and all debts,obligations, and liabilities of the Company, if any, to which such Memberbecomes subject solely by reason of being a Member, whether arising incontract, tort or otherwise; provided, however, that theindemnification obligation of the Company under this Section 3.10 shallbe paid only from the assets of the Company, and no Member shall have anypersonal obligation, or any obligation to make any Capital Contribution, with respectthereto.

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

3.13         ExecutiveCommittee Membership.  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 EC Member”), so long as such Persons remainas Members.  The initial Station ECMember designated by Station shall be Frank J. Fertitta III, and

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the initial GC EC Member designated by GC shall beBrian L. Greenspun so long as they are alive and not disabled and are not foundto be Unsuitable Persons. Station and GC shall designate their respectivereplacement appointees to the Executive Committee in writing to the otherMember and, except as set forth in the prior sentence, may remove theirrespective appointees at any time by written notice to the other.  Subject to the provisions of Section4.3(c), at all times the GC EC Member shall be a Greenspun Family Member,and the Station EC Member shall be either a Fertitta Family Member or a StationOfficer.  Subject to the provisions of Section4.3(c), at any time a vacancy is created on the Executive Committee bydeath, removal (with or without cause) or resignation, no action shall be takenby the Executive Committee until the Executive Committee is reconstituted inaccordance with the provisions of this Section 3.13, unless the Memberthat is entitled to nominate such replacement EC Member shall consent to thetaking of such action.  In the event of aTransfer permitted pursuant to Section 5.2(a) of the entire MembershipInterest of a Member, the transferee shall have the power to appoint the ECMember previously granted to its transferor. If any Person appointed to serve as an EC Member is found to be anUnsuitable Person, such Person shall immediately be removed as an EC Member andshall thereupon automatically cease to be a member of the Executive Committee.

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

3.15         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 ExecutiveCommittee.  In the absence of such adesignation, regular meetings shall be held at the Registered Office.  Any meeting, regular or special, may be heldby conference telephone or similar communications equipment so long as all ECMembers participating in the meeting can hear one another, and all EC Membersparticipating by telephone or similar communications equipment shall be deemedto be present in person at the meeting.

3.16         RegularMeetings.  The Executive Committeeshall not be required to have regular meetings, except as otherwise determinedby the Executive Committee.

3.17         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.

3.18         Quorum.  All of the EC Members shall constitute aquorum for the transaction of business, except to adjourn as provided in Section3.21.

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

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

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purpose of the meeting.  All such waivers, consents, and approvalsshall be filed with the records of the Company or made a part of the minutes ofthe meeting.  Notice of a meeting shallalso be deemed given to any EC Member who attends the meeting withoutprotesting before or at its commencement the lack of notice to that EC Member.

3.21         Adjournment.  If a quorum is not present, any EC Memberpresent (including all EC Members participating as permitted by Section 3.15),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 3.17.

3.22         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.

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

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

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

3.26         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.

3.27         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 shall be obligated personally for any such debt,obligation, or liability by reason of his acting as an EC Member.

3.28         NoGuarantee of Return by EC Members. The Company and the EC Members do not, in any way, guarantee the returnof the Members’ Capital Contributions or a profit for the Members from theoperations of the Company.  Except as setforth in Section 3.8 of the Aliante Operating Agreement, the EC Members shallincur no liability to the Company or to any of the Members as a result ofengaging in any other business or venture. The EC Members shall be entitled to any other protection afforded tosuch EC Members under the Act.

3.29         Transactionswith Company or Otherwise.  The ECMembers, or any agent, servant, or employee of the EC Members, may engage inand possess any interest in other businesses or ventures of every nature anddescription, independently or with other Persons, and neither the Company norany of the Members shall have any rights, by virtue of this Agreement

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

3.30         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 each EC Member 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 an EC Member pursuant hereto; provided, however, that theindemnification obligations in this Section 3.30 shall not apply toClaims brought by the Members; provided, further, that theindemnification obligations in this Section 3.30 shall not apply to theportion of any liability, obligation, loss, damage, penalty, cost, expense ordisbursement that has been finally adjudged in a non-appealable order of courtof competent jurisdiction to have resulted from (i) the gross negligence of anEC Member, (ii) the intentional misconduct or actual fraud by the proposedIndemnitee or (iii) any action for which indemnification is prohibited underthe 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 no Member shall have anypersonal obligation, or any obligation to make any Capital Contribution, withrespect thereto.

**ARTICLEIV**

**FinancialMatters**

4.1           InitialCapital Contributions.

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

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

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4.2           AdditionalCapital Contributions.

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

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

(c)           Inconnection with any such additional Capital Contributions (other than pro rataCapital Contributions), the Company shall revalue the Members’ Capital Accountsin accordance with Section 1.704-1(b)(2)(iv)(f) of the Regulations.

(d)           Exceptas expressly provided in this Agreement, no Member shall be entitled towithdraw as a Member or to demand or receive a return of its CapitalContribution.

(e)           Noobligation of a Member to make any Capital Contribution hereunder may beenforced by a creditor of the Company unless the Member expressly consents tosuch enforcement or to the assignment of such obligation to such creditor.

(f)            Withrespect to Aliante LLC:

(i)            Within five (5) days after theCompany receives written notice of a capital call from Aliante LLC pursuant to Section4.2(b), Section 4.2(c) or Section 4.2(d) of the AlianteOperating Agreement (an “Aliante Additional Capital Call”), theExecutive Committee shall notify each Member in writing of (A) the aggregatedollar amount of such Aliante Additional Capital Call, (B) each Member’s share(which shall be in proportion to each Member’s Membership Interest as of thedate of the notice from the Executive Committee) of such Aliante AdditionalCapital Call (which shall be the amount of the Member’s Additional CapitalContribution with respect thereto) and (C) the date on which such AdditionalCapital Contribution is to be made (which shall be no sooner than ten (10)days, and no later than twenty (20) days, immediately following the date of thenotice of such Additional Capital Contribution from the Executive Committee),and the Members shall make such Additional Capital Contributions to the Companywithin such prescribed time period.

(ii)            Except as otherwise provided in Section4.3(g), the Company, consistent with prudent business judgment andreasonable reserves, shall promptly distribute to the Members (either as areturn of capital contributions or repayment of loans or advances, as the casemay be) all proceeds of Construction Financing received by the Company fromAliante LLC to the extent of the Members’ funded shares of the Company’s ExcessConstruction Contributions up to the date of such distribution.  Distributions pursuant to this Section4.2(f)(ii) shall be made to the Members in proportion to the ExcessConstruction Contributions actually funded by them.

(iii)          If an Initial Dilution has occurredunder Section 4.3(b)(i) during the one (1) year period immediatelypreceding the date on which any Additional Capital Contributions required to bemade pursuant to this Section 4.2(f) or any of its

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subsections, and theDefaulting Member has not paid the Dilution Interest Payment Amount withrespect to such Additional Contribution Default, then the Additional CapitalContribution required by the Non-Defaulting Member as a result of thedifference between the Membership Interest of the Non-Defaulting Member immediatelyprior to the Initial Dilution and the Membership Interest of the Non-DefaultingMember immediately after the Initial Dilution shall be deemed a “DisproportionateContribution” for all purposes hereunder.

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

(v)           In the event that (A) the Company isrequired to make a payment to the lender(s) with respect to an applicablePledge/Guaranty Document, (B) any collateral of the Company that is pledgedthereunder is foreclosed or transferred in lieu of foreclosure or (C) anydividends or distributions with respect to any pledged collateral of theCompany is used to make a payment to the lender(s) on behalf of Aliante LLC,the Station Pledgors or the GC Pledgors with respect to any Pledge/GuarantyDocument, then the amount credited against (or used to reduce) amounts owed bythe Company, Aliante LLC, 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 the Company to Aliante LLC for purposes of the Aliante Operating Agreement.

(vi)          In the event that (A) any GC Pledgoris required to make a payment to the lender(s) with respect to an applicablePledge/Guaranty Document, (B) any collateral of a GC Pledgor pledged thereunderis foreclosed or transferred in lieu of foreclosure or (C) any dividends ordistributions with respect to any pledged collateral of any GC Pledgor is usedto make a payment to the lender(s) on behalf of Aliante LLC, the Company, theStation Pledgors or the GC Pledgors with respect to any Pledge/GuarantyDocument, then the amount credited against (or used to reduce) amounts owed bythe Company, Aliante LLC, 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 GC to the Company and an additional capital contribution by the Company toAliante LLC for purposes of the Aliante Operating Agreement.

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

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

(viii)        In the event that, pursuant to Sections4.2(f)(v), (vi) or (vii), one (1) Member is deemed to have made anAdditional Capital Contribution, and the other Member has not made (or beendeemed to have made) an Additional Capital Contribution of equal amount (thedifference being a “Disproportionate Guaranty Contribution”), the Memberwho has made (or is deemed to have made) less of an Additional CapitalContribution shall, within ten (10) days after a Disproportionate GuaranteeContribution, pay the Member who made the Disproportionate GuarantyContribution an amount equal to one-half (1/2) of the Disproportionate GuarantyContribution (the  “Required GuarantyPayment”).  Upon the payment of theRequired Guaranty Payment, the recipient Member’s Additional CapitalContribution will be deemed reduced by an amount equal to the Required GuarantyPayment and the paying Member’s additional Capital Contribution will be deemedincreased by an amount equal to the Required Guaranty Payment.  If the Required Guaranty Payment is not sopaid within such ten (10) day period, such failure automatically shall bedeemed to be an Additional Contribution Default for all purposes under thisAgreement.  The provisions of this Section4.2(f) shall continue until all of the Company, the Members, Parent and GCAffiliates are released from the documents evidencing the Construction LoanDocuments, Expansion Project Loan Documents and Permanent Loan Documents, asthe case may be, and the Pledge/Guaranty Documents, and shall not be affectedby a release of less than all of the foregoing parties.

(ix)           TheMembers acknowledge that the Members, Parent or GC Affiliates 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 Members, Parent or GC Affiliates under other loan documents or by reason ofBankruptcy or a similar event (a “CurePledge”).** **In the event that a CurableDefault by Station, Parent, GC or GC Affiliates occurs, then Station and Parentin the case of a Curable Default by Station or Parent, and GC and GC Affiliatesin the case of a Curable Default by GC or GC Affiliates, shall have ten (10)days from such Curable Default to make the Cure Pledge.  If they fail to do so, then GC and GCAffiliates in the case of the failure of Station and Parent, and Station andParent in the case of the failure of GC and GC Affiliates, may make the CurePledge (the Member failing to cure being the “Cross-Default Member,” thePerson making such pledge being the “Curing Party,” and the collateralpledged being the “Cure Collateral”). The Cross Default Member shall indemnify and hold harmless the otherMember from the cost of curing the Curable Default, such as reasonableattorneys’ fees, escrow costs, and filing fees, but expressly excluding theopportunity cost of such cure (e.g., the lost opportunity for other usesof the Cure Collateral), but expressly including the fair market value of theCure Collateral valued as of the date of the pledge if the same is foreclosedor conveyed

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

(g)           Withrespect to Losee LLC, within two (2) Business Days after the Company receiveswritten notice of a capital call from Losee LLC (a “Losee Additional CapitalCall”), the Executive Committee shall notify each of GC and Station inwriting of (i) the aggregate dollar amount of such Losee Additional CapitalCall, (ii) each Member’s share (which shall be in proportion to each Member’sMembership Interest as of the date of the notice from the Executive Committee)of such Losee Additional Capital Call (which shall be the amount of the Member’sAdditional Capital Contribution with respect thereto) and (iii) the date onwhich such Additional Capital Contribution is to be made (which shall be nosooner than ten (10) days, and no later than twenty (20) days, immediatelyfollowing the date of the notice of such Additional Capital Contribution fromthe Executive Committee), and GC and Station shall make such Additional CapitalContributions to the Company within such prescribed time period.

4.3           Default.

(a)           [Reserved].

(b)           Defaultin Making Additional Capital Contribution.

(i)            Without limiting the additionalrights set forth in Section 4.3(g), if any Member fails to timely makeall or part of any additional Capital Contribution (an “AdditionalContribution Default”) required to be made by such Member pursuant to Section4.2 (including the failure to pay under any “make-well” or completionguaranty) (the amount of such failed payment referred to herein as a “DefaultAmount”), the Non-Defaulting Member may elect to contribute to the Companyall or a part of the Default Amount (a “Default Contribution”).  The Default Contribution shall be deemedcontributed as an additional Capital Contribution by the Non-Defaulting Memberand the percentage of Membership Interests of the Non-Defaulting Member shallthen be adjusted (an “Initial Dilution”) such that the percentage ofsuch Membership Interests shall be increased to a fraction, the numerator ofwhich equals the aggregate Capital Contributions of the Non-Defaulting Memberimmediately prior to the payment of the Default Contribution plus onehundred percent (100%) of the Default Contribution, and the denominator ofwhich is the aggregate Capital Contributions of all Members (the resultingincrease in the percentage of the Non-Defaulting Member’s Membership Interestis referred to herein as the “Dilution Interest”).  The percentage of the

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Membership Interest ofthe Defaulting Member shall be reduced accordingly.  Until the Dilution Interest is acquired bythe Defaulting Member in accordance with the provisions of this Section4.3(b) by paying the Dilution Interest Payment Amount (as hereinafterdefined), the Non-Defaulting Member shall be entitled to all distributions towhich the Defaulting Member would have been entitled in respect of itsMembership Interests (each such distribution paid to the Non-Defaulting Memberin respect of the Defaulting Member’s Membership Interest is referred to hereinas a “Default Distribution”).  DefaultDistributions shall be credited first against the Twenty Five PercentPayment, second against the Default Contribution itself, and thirdagainst the amount of any Disproportionate Contribution.  For a period of one (1) year following theNon-Defaulting Member’s contribution of the Default Contribution, theDefaulting Member shall have the option of acquiring the Dilution Interest bypaying the Non-Defaulting Member an amount (the “Dilution Interest PaymentAmount”) equal to (w) one hundred percent (100%) of the amount ofthe Default Contribution, plus (x) the Twenty Five Percent Payment, plus(y) the amount of all Disproportionate Contributions, minus (z) theamount of any Default Distributions, in which case the Default Contributionwill be canceled, the dilution of the Defaulting Member’s Membership Interestsshall be reversed, and an amount equal to one hundred percent (100%) of theDefault Contribution will be added to the Capital Account balance of theDefaulting Member.  If the DilutionInterest is not acquired in full by the Defaulting Member within the foregoingone (1) year period, the percentage of Membership Interests of theNon-Defaulting Member shall then be further adjusted (a “Secondary Dilution”)such that the Non-Defaulting Member’s percentage of the Membership Interestsshall be increased to a fraction, the numerator of which equals (A) theaggregate Capital Contribution of the Non-Defaulting Member to date (includingthe Default Contribution), plus (B) the Twenty Five Percent Payment whichis deemed contributed as an additional Capital Contribution solely for purposesof calculating a Member’s percentage of Membership Interests, minus (C)the amount of any Default Distributions, and the denominator of which is theaggregate Capital Contribution of all Members. The percentage of the Membership Interest of the Defaulting Member shallbe reduced accordingly.

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

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

(c)           Disenfranchisement.  At any time after an Additional ContributionDefault (except if the Non-Defaulting Member withdraws its AdditionalCapital Contribution pursuant to Section 4.3(b)(ii)(A)), the DefaultingMember shall have no representatives on the Executive Committee and no vote onany matter coming before the Members, except that such Defaulting Member’sconsent still shall be required with respect to the items set forth in Section5.4.  The disenfranchisement pursuantto this Section 4.3(c) shall end at such time as the Defaulting Memberhas paid the Dilution Interest Payment Amount or Default Loan (plus DefaultLoan Interest), as applicable, or a Default Repayment Event has occurred.

(d)           DefaultCall and Put.

(i)            Within thirty (30) days after theday after a Secondary Dilution occurs (a “Dilution Date”) pursuant to Section4.3(b), and within thirty (30) days after each of the first five (5) annualanniversaries of a Dilution Date, and on the tenth (10th) and fifteenth (15th) annual anniversaries of aDilution Date, the Non-Defaulting Member may give written notice to theDefaulting Member that it is considering exercising the right to purchase theDefaulting Member’s Membership Interest (the “Default Call”) and thatthe Appraised Value should be determined as of the date of such notice.  Within thirty (30) days after thedetermination of the Appraised Value, the Non-Defaulting Member shall notifythe Defaulting Member if it desires to exercise the Default Call.  The purchase and sale thereafter shall occurwithin ten (10) days following receipt of all necessary third-party consentsand approvals for such transfer.  At theclosing, the Membership Interest shall be conveyed free and clear of all liensand encumbrances (except this Agreement and the Aliante Operating Agreement),and the selling Member and its Affiliates shall be released from allindebtedness or guaranties incurred on behalf of the Company.  The acquisition price shall be the AppraisedValue and, unless the Defaulting Member otherwise agrees, be paid in cash.

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

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anniversary of a DilutionDate.  Within thirty (30) days after thedetermination of the Appraised Value, the Defaulting Member shall notify theNon-Defaulting Member if it desires to exercise the Default Put (the “DefaultPut Exercise Date”).  The purchaseand sale shall occur on the later of within thirty (30) days prior to the fifth(5th),tenth (10th) and fifteenth(15th) annualanniversaries of a Dilution Date, as applicable, or ten (10) days followingreceipt of all necessary third-party consents and approvals for suchtransfer.  At the closing, the MembershipInterest shall be conveyed free and clear of all liens and encumbrances (exceptthis Agreement and the Aliante Operating Agreement ), and the selling Memberand its Affiliates shall be released from all indebtedness or guarantiesincurred on behalf of the Company, Aliante LCC or Losee LLC.  The acquisition price shall be the AppraisedValue, and, unless the Defaulting Member otherwise agrees, be paid in cash.

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

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

(f)            [Reserved].

(g)           DisproportionateGuaranty Contribution. Notwithstanding anything in this Agreement to the contrary, in the eventthat there is an Additional Contribution Default based on the failure to make aRequired Guaranty Payment, the Member who has made (or is deemed to have made)the Disproportionate Guaranty Contribution may elect either to (i) treat theunpaid Required Guaranty Amount as a Default Amount (with such Default Amountbeing deemed contributed as a Default Contribution by the Non-DefaultingMember) under Section 4.3(b) with all rights and remedies under thisAgreement with respect to Default Amounts and Default Contributions, or (ii) iftreating the Disproportionate Guaranty Contribution as a Default Amount (orexercising remedies in connection therewith, including, without limitation,dilution or disenfranchisement of the Defaulting Member) would result in atermination of the commitment for or acceleration of the ConstructionFinancing, Expansion Financing or Permanent Financing, or if theDisproportionate Guaranty Contribution is the result of a foreclosure ortransfer in lieu of a foreclosure pursuant to the Pledge/Guaranty Documents,treat the Required Guaranty Amount as a loan (the “Default Loan”) to theDefaulting Member which shall accrue interest on the outstanding principal ofthe Default Loan at an interest rate equal to the prime rate as announced byBank of America N.A. plus ten percent (10%) per annum, compoundedannually (the “Default Loan Interest”). Notwithstanding anything in this Section 4.3 to the contrary, inthe

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

4.4           Allocationof Profits and Losses.

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

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

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

(c)           SpecialAllocations.  Notwithstanding anyprovisions of Section 4.4(a) or Section 4.4(b), thefollowing special allocations shall be made in the following order:

(i)            Minimum Gain Chargeback(Nonrecourse Liabilities).  If thereis a net decrease in Minimum Gain for any Fiscal Year (except as aresult of certain conversions or refinancings of Company indebtedness, certaincapital contributions or certain revaluations of property as further outlinedin Regulation Sections 1.704-2(d)(4), (f)(2), or (f)(3)), each Member shall bespecially allocated items of Company income and gain for such year (and, ifnecessary, subsequent years) in an amount equal to that Member’s share of thenet decrease in Minimum Gain.  The itemsto be so allocated shall be determined in accordance with Regulation Section1.704-2(f) and (j)(2).  This Section 4.4(c)(i)is intended to comply with the minimum gain chargeback requirement in saidsection of the Regulations and shall be interpreted consistently therewith.

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

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

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

(iii)          Qualified Income Offset.  In the event any Member unexpectedly receivesany adjustments, allocations or distributions described in Regulations Sections1.704-1(b)(2)(ii)(d)(4), (5) or (6), and such Member has an Adjusted CapitalAccount Deficit, items of Company income and gain shall be specially allocatedto such Member in an amount and manner sufficient to eliminate the AdjustedCapital Account Deficit as quickly as possible. This Section 4.4(c)(iii) is intended to constitute a “qualifiedincome offset” under Regulations Section 1.704-1(b)(2)(ii)(d) and shall beinterpreted consistently therewith.

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

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

(vi)          CurativeAllocations.  The RegulatoryAllocations (as hereinafter defined) shall be taken into account in allocatingother items of income, gain, loss and deduction among the Members so that, tothe extent possible, the cumulative net amount of allocations of Company itemsunder Section 4.4(a), (b) and (c) hereof shall be equal to the netamount that would have been allocated to each Member if the RegulatoryAllocations had not occurred.  This Paragraph(vi) is intended to minimize to the extent possible and to the extentnecessary any economic distortions that may result from application of theRegulatory Allocations and shall be interpreted in a manner consistenttherewith.  For purposes hereof, “RegulatoryAllocations” shall mean all the allocations provided under this Section4.4(c) other than this Paragraph (vi).

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(d)           TaxAllocations.

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

(ii)           AllocationsRespecting Section 704(c) and Revaluations. Notwithstanding Paragraph (i) of this Subsection (d), TaxItems with respect to Company property that is subject to Code Section 704(c)and/or Regulations Section 1.704-1(b)(2)(iv)(f) shall be allocated inaccordance with said Code section and/or Regulations Section 1.704-1(b)(4)(i),as the case may be, using the “traditional method” or, upon unanimous approvalof the Members, any other reasonable method permitted in Regulations Section1.704-3.

4.5           Distributions.

(a)           Distributions of DistributableCash Prior to Liquidation.  Subjectto any limitations in any other applicable agreement or document, all cashreceived by the Company from Aliante LLC and Losee LLC, less appropriateReserves as determined by the Executive Committee (“Distributable Cash”),shall be disbursed or distributed immediately to the Members in the followingorder:

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

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

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

Notwithstanding the foregoing, taking into accountdistributions made with respect to the Fiscal Year pursuant to Section 4.5(a)(i)and (ii), the Company shall distribute to each Member on an annual basisnot later than one hundred twenty (120) days following the end of each FiscalYear an amount equal to forty percent (40%) of the Profits allocated to suchMember for such Fiscal Year pursuant to Section 4.4(a).  Distributions to Members pursuant to thepreceding 

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

(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.  The Manager shall determineto which Member such Withheld Taxes are attributable in accordance withapplicable law.  All amounts withheldpursuant to this Section 4.5(b) with respect to any allocation, paymentor distribution to any Member shall be treated as amounts distributed to suchMember pursuant to Section 4.5(a) or (b), as the case may be, forall purposes of this Agreement.

(c)           CertainAdjustments.  If an amount payable tothe Company is reduced because the Person paying that amount withholds and/orpays over to the Internal Revenue Service or other applicable taxing authorityany amount as a result of the status of a Member, the Executive Committee shallmake such adjustments to amounts distributed and allocated among Members as theExecutive Committee reasonably determines to be appropriate.

**ARTICLEV**

**Members;Transfer of Interests**

5.1           Admission.  GC and Station became Members on theEffective Date.  Notwithstanding anycontrary provision of the Act, the Company may admit new Members to the Companyonly with the prior consent of the Executive Committee on such terms as Stationand GC mutually agree.  No Person shallbe admitted as a Member until all approvals required by the Gaming Laws areobtained.

5.2           Transferof Interests.

(a)           NoTransfer Without Executive Committee Consent.  No Member may Transfer all or any part of itsMembership Interest in the Company (other than a Transfer (i) pursuant to Section4.3(d), Section 5.2(b) or Section 5.3) or (ii) subject to Section5.2(b), to one (1) or more Greenspun Family Members (or an entitywholly-owned by one (1) or more Greenspun Family Members) in the case of GC anda wholly-owned Subsidiary of Parent in the case of Station which expresslyassumes in writing the obligations of the transferor under this Agreement (aslong as such Transfer would not adversely affect the classification of theCompany as a partnership for federal or state income tax purposes)) orotherwise assign or delegate any of such Member’s rights and obligations as aMember without the prior consent of the Executive Committee.  In the event of a Transfer permitted by Clause(ii) of the preceding sentence, the transferor and transferee(s) shall betreated as a single Member for all purposes of this Agreement.  For purposes of this Section 5.2(a),there shall be a Transfer of GC’s Membership Interest in the Company if one (1)or more Greenspun Family Members do not own one hundred 

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percent (100%) of GC; provided, however, thatthe pledge or other hypothecation of GC’s or Station’s Membership Interest tosecure Construction Financing, Expansion Financing or Permanent Financing, orthe subsequent foreclosure or transfer in lieu thereof, to the construction orpermanent lender or bona fide purchaser or transferee of such lender, shall notbe deemed a Transfer.  Notwithstandinganything in this Agreement to the contrary, in the event of any Transfer by GCor Station of any or all of its Membership Interest in contravention of this Section5.2(a), such as, but not limited to, by operation of law, Bankruptcy or thelike, the transferee shall have no rights to vote any matters coming before theMembers and the other Member shall have the sole right to vote and appointmembers to the Executive Committee.

(b)           TransferUpon Change in Control.

(i)            Station shall give written notice toGC (a “Change in Control Notice”) no later than thirty (30) daysfollowing a Change in Control, which Change in Control Notice shall describethe events or circumstances which constitute such Change in Control inreasonable detail.  Promptly thereafter,the Executive Committee shall determine the Appraised Value of each Member’sMembership Interest as of the date of the Change in Control Notice.

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

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

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Station (or the acquirerof Station’s Membership Interest in the Change in Control, as the case may be)if GC elects to exercise its Change in Control Put at such Appraised Value.  GC and Station (or the acquiror of Station’sMembership Interest in the Change in Control transaction, as the case may be)shall close the purchase of GC’s Membership Interest within ten (10) daysfollowing receipt of all necessary third-party consents and approvals for suchTransfer, with the purchase price payable in cash at such closing, unlessotherwise agreed by GC.  GC shall conveyits Membership Interest to Station (or the acquiror of Station’s MembershipInterest in the Change in Control transaction, as the case may be) free andclear of all liens and encumbrances (except this Agreement and the AlianteOperating Agreement), and GC and its Affiliates shall be released from allindebtedness, pledges and guaranties incurred on behalf of the Company.  In the event Station (or the acquiror ofStation’s Membership Interest in the Change in Control transaction, as the casemay be) defaults on acquiring GC’s Membership Interest pursuant to this Clause(iii), or the requisite consents and approvals to Transfer have not (orcannot be) obtained with respect to a Change in Control Put within one (1) yearafter the Change in Control Put Exercise Notice, or GC and its Affiliatescannot be released from all indebtedness, pledges or guaranties with respect toa Change in Control Put within one (1) year after the Change in Control PutExercise Notice, then GC can require the Company or its assets to be soldpursuant to actions taken by an investment banker (selected by GC from the liston Exhibit B) in a commercially reasonable time frame.

(c)           SpecialProvisions Applicable to Change in Control Call.  In the event that Station’s MembershipInterest is the subject of a Change in Control Call, Station shall, at theoption of GC, be obligated to continue to serve as the Manager for a period ofup to six (6) months after the consummation of the purchase of Station’sMembership Interest, during which time Station shall continue to perform itsobligations hereunder and receive the Incentive Management Fee and the BaseManagement Fee and will cooperate with Aliante LLC in its efforts to engage asuccessor Manager.

(d)           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 and the other Members from all costs, liabilities and damages thatany of such indemnified Persons may incur (including, without limitation,incremental tax liability and attorneys’ fees and expenses) as a result of suchattempted Transfer and efforts to enforce the indemnity granted hereby.

(e)           Distributions and Allocations UponTransfers.  If during any Fiscal Yearthere is a Transfer of an interest in the Company in compliance with theprovisions of this Article V, Profits and Losses and all other itemsattributable to the transferred interest for such period shall be divided andallocated between the transferor and the transferee by taking into accounttheir varying interests during the period in accordance with Code Section706(d), using the interim closing of books method or, upon the unanimousapproval of the Members, any other conventions permitted by law and selected bythe Executive Committee.  Alldistributions with respect to the transferred interest on or before the date ofthe Transfer shall be made to the transferor, and all distributions thereafterwith respect to the transferred interest shall be made to

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the transferee.  Neither the Company nor the ExecutiveCommittee shall incur any liability for making allocations and distributions inaccordance with the provisions of this Article V.

(f)            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.  Each Member agrees topromptly and diligently, at its own cost, file for and seek to obtain it andits Affiliates’ Gaming Licenses for the Aliante Project and any gaming projectto be developed on the Losee Property or a New Property by the Company, LoseeLLC, Aliante LLC or any other subsidiary of the Company.

(a)           Inthe event that any Member (the “Problem Member”) has not received itsGaming License for the Aliante Project by the time of the Opening or, by virtueof its pending gaming application, is substantially impairing or impeding thereceipt by the Company of the Gaming Licenses necessary for the Opening, thenthe other Member shall acquire the Problem Member’s Membership Interest, freeand clear of all liens and encumbrances (other than this Agreement), for apurchase price equal to one hundred percent (100%) of the Problem Member’sunreturned Capital Contribution, payable in cash, and the Problem Member andits Affiliates shall be released from all indebtedness, pledges and guarantiesincurred on behalf of the Company.  For aperiod of one (1) year after such purchase, if the Problem Member obtains itsGaming License, it shall have the option, subject to the approval of theapplicable Gaming Authorities, to repurchase its Membership Interest, free andclear of all liens and encumbrances (other than this Agreement), for a purchaseprice equal to the purchase price paid for such Membership Interest by the non-ProblemMember, payable in cash, and assumption of one-half (1/2) of all indebtedness,pledges or guaranties outstanding by the other Member or its Affiliates onbehalf of the Company.  For a period ofone (1) year after the purchase of the Problem Member’s Membership Interest orsuch time as the Problem Member repurchases its Membership Interest, whicheveris shorter, the Company shall not make any distributions to its Members (otherthan the payment of fees and reimbursement of costs in the ordinary course ofbusiness).

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

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notice of intent to acquire the Problem Member’sMembership Interest.  The purchase priceshall be paid in cash.

5.4           RequiredMember Approvals.  Notwithstandingany other provision herein to the contrary, the prior unanimous affirmativeapproval of the Members of the Company shall be required with respect to eachof the following:

(a)           Approvalof a Restricted Activity;

(b)           Approvalof an Affiliate Transaction by a Member which is not an arms-length bona fidefair market value transaction;

(c)           Amendmentsto the Articles and, except as set forth in Section 7.2, any amendmentof this Agreement;

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

(e)           Admissionof new Member(s) pursuant to Section 5.1 or Transfers pursuant to Section5.2(a)(iii); or

(f)            Dissolutionof the Company pursuant to Section 6.1(a).

5.5           Placeof Meetings and Meetings by Telephone. Meetings of Members shall be held at any place designated by theExecutive Committee.  In the absence ofany such designation, meetings of Members shall be held at the principal placeof business of the Company.  Any meetingof the Members may be held by conference telephone or similar communicationsequipment so long as all Members participating in the meeting can hear oneanother, and all Members participating by telephone or similar communicationsequipment shall be deemed to be present in person at the meeting.

5.6           AnnualMeeting.  No annual meeting of theMembers shall be required.

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

5.8           Noticeof Meetings of Members.  All noticesof meetings of Members shall be sent or otherwise given in accordance with Section8.1 not fewer than five (5) nor more than 

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

5.9           Mannerof Giving Notice.  Notice of anymeeting of the Members shall be given pursuant to Section 8.1.

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

5.11         Quorum;Voting.  At any meeting of theMembers, a majority of the Membership Interests of the Company, present inperson or by proxy, shall constitute a quorum for all purposes.  Except as otherwise required by thisAgreement (including, without limitation, Section 5.4) or the Act, allmatters shall be determined by an affirmative vote of Members holding at leasta majority of the Membership’s Interests of the Company when a quorum ispresent.

5.12         Waiverof Notice by Consent of Absent Members. The transactions of a meeting of Members however called and noticed andwherever held, shall be as valid as though taken at a meeting duly held afterregular call and notice if a quorum is present either in person or by proxy andif either before or after the meeting, each Person entitled to vote who was notpresent in person or by proxy signs a written waiver of notice or a consent toa holding of the meeting or an approval of the minutes.  The waiver of notice or consent need notspecify either the business to be transacted or the purpose of any meeting ofMembers.  Attendance by a Person at ameeting shall also constitute a waiver of notice of that meeting, exceptwhen the Person objects at the beginning of the meeting to the transaction ofany business because the meeting is not lawfully called or convened and exceptthat attendance at a meeting is not a waiver of any right to object to theconsideration of matters not included in the notice of the meeting if thatobjection is expressly made at the beginning of the meeting.

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

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5.14         RecordDate for Member Notice, Voting, and Giving Consents.

(a)           Forpurposes of determining the Members entitled to vote or act at any meeting oradjournment thereof, the record date for determining Members entitled to noticeof or to vote at a meeting of Members shall be at the close of business on thebusiness day immediately preceding the day on which notice is given, or ifnotice is waived, at the close of business on the business day next precedingthe day on which the meeting is held.

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

(c)           OnlyMembers of record on the record date as herein determined shall have any rightto vote or to act at any meeting or give consent to any action relating to suchrecord date, provided, however, that no Member who Transfers allor part of such Member’s Membership Interest after a record date (and notransferee of such Membership Interest) shall have the right to vote or actwith respect to the transferred Membership Interest as regards the matter forwhich the record date was set.

5.15                           InGeneral.

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

(i)            Due Incorporation or Formation;Authorization of Agreement.  SuchPerson is a limited liability company, it is duly organized or duly formed,validly existing, and in good standing under the laws of the jurisdiction ofits formation and has the limited liability company power and authority to ownits property and carry on its business as owned and carried on the EffectiveDate 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 its respectiveterms (except as enforceability may be limited by applicable bankruptcy,insolvency or other similar laws affecting creditor’s rights generally, andexcept that the availability of equitable remedies is subject to judicialdiscretion).

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

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

(iv)          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                 governmentaldepartment, board, agency, or instrumentality, domestic or foreign, or any arbitratorwhich could, if adversely determined (or, in the case of an investigation couldlead to any action, suit, or proceeding, which if adversely determined could)reasonably be expected to materially impair such Person’s ability to performits obligations under this Agreement or to have a material adverse effect onthe consolidated financial condition of such Person; and such Person has notreceived any currently effective notice of any default, and such Person is notin default, under any applicable order, writ, injunction, decree, permit,determination, or award of any court, any governmental department, board,agency, or instrumentality, domestic or foreign, or any arbitrator which could reasonablybe expected to materially impair such Person’s ability to perform its obligationsunder this Agreement or to have a material adverse effect on the consolidated financialcondition of such Person.

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

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Interest is being made forits own account for investment, and not with a view to the sale or distributionthereof.

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

(vi)          No Statute of Limitations Defense.  The Company, the Members and Parent agreethat during any period under the Construction Loan Documents, Expansion ProjectLoan Documents or Permanent Loan Documents, including any Pledge/GuarantyDocuments, the Members, Parent, the Station Pledgors or the GC Pledgors are requiredto “stand still” with respect to claims against one another, each Party agreesnot to assert the statute of limitations as a defense to any action brought byanother Party to the extent such statute of limitations applies solely becauseof such “stand still” and the Parties agree that any such statute oflimitations period shall be tolled for the period of time that any such Partyis required to “stand still.”

(b)           Asof the Contribution Date.  As of the Contribution Date, each ofthe Members hereby makes each of the representations, warranties and covenantsapplicable to such Member as set forth in this Section 5.15(b) (whichshall survive the execution of this Agreement), and as set forth on ExhibitC-1 in the case of GC, or as set forth on Exhibit C-2 in the case ofStation (each of which shall survive the execution of this Agreement for theperiod set forth therein), which shall be for the benefit of the Company andother Members:

(i)            Solely with respect to GC, GC is thelawful owner of the Aliante Membership Interests and all of such AlianteMembership Interests being contributed to the Company are (A) duly authorized,validly issued, fully paid and nonassessable, and constitute one hundredpercent (100%) of the issued and outstanding membership interests in AlianteLLC and (B) free and clear of all liens and encumbrances.  Neither GC nor any of its Affiliates hasassigned, conveyed or transferred, or attempted or purported to assign, conveyor transfer, in any manner or degree whatsoever, to any person or entity, anyrights, title, present interest, future interest or claim in or to any portionof the Aliante Membership Interests, and no other person or entity has theright to assert any claim in or to any portion thereof or any option, warrantor other right to purchase or acquire a member interest in Aliante LLC.  No licenses, permits, consents, approvals,authorizations or waivers must be obtained from, and no notices given to orfilings made with any governmental or regulatory authority or third person, forGC to transfer the Aliante Membership Interests to the Company as provided inthis Agreement, or for the performance by GC of its obligations under thisAgreement.  Aliante LLC has no assetsother than title to the Resort Property, together with rights and appurtenancesrelating thereto.  Aliante LLC has noliabilities (whether absolute, accrued, contingent, fixed or otherwise, orwhether due or to become due) other than the costs and expenses incurred in theordinary course of the ownership of the Resort Property.  There are no pending or, to the knowledge ofGC, threatened legal proceedings or actions of any kind or character affectingthe Resort Property or Aliante LLC’s interest therein.  Other than 

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those previouslydisclosed to Station, there are no leases, or occupancy agreements of any kindaffecting the Resort Property. Notwithstanding anything herein to the contrary, GC covenants and agreesthat it will not, and it will not permit Aliante LLC, to acquire any assetsother than the Resort Property (together with appurtenant interests and relatedintangible rights and interests), incur any liabilities or obligations otherthan costs and expenses incurred in the ordinary course of the ownership of theResort Property, after the Effective Date and on or before the ContributionDate without the prior written consent of Station.

(ii)           Solely with respect to Station,Station is the lawful owner of the Losee Membership Interests all of the LoseeMembership Interests being contributed to the Company are (A) duly authorized,validly issued, fully paid and nonassessable, and constitute one hundredpercent (100%) of the issued and outstanding membership interests in Losee LLCand (B) free and clear of all liens and encumbrances.  Neither Station nor any of its Affiliates hasassigned, conveyed or transferred, or attempted or purported to assign, conveyor transfer, in any manner or degree whatsoever, to any person or entity, anyrights, title, present interest, future interest or claim in or to any portionof the Losee Membership Interest, and no other person or entity has the rightto assert any claim in or to any portion thereof or any option, warrant orother right to purchase or acquire a member interest in Losee LLC.  No licenses, permits, consents, approvals,authorizations or waivers must be obtained from, and no notices given to orfilings made with any governmental or regulatory authority or third person, forStation to transfer the Losee Membership Interests to the Company as providedin this Agreement, or for the performance by Station of its obligations underthis Agreement.  Losee LLC has no assetsother than title to the Losee Property, together with rights and appurtenancesrelating thereto.  Losee LLC has noliabilities (whether absolute, accrued, contingent, fixed or otherwise, orwhether due or to become due) other than the costs and expenses incurred in theordinary course of the ownership of the Losee Property.  There are no pending or, to the knowledge ofStation, threatened legal proceedings or actions of any kind or characteraffecting the Losee Property or Losee’s LLC’s interest therein.  There are no leases, or occupancy agreementsof any kind affecting the Losee Property. Notwithstanding anything herein to the contrary, Station covenants andagrees that it will not, and it will not permit Losee LLC, to acquire anyassets other than the Losee Property (together with appurtenant interests andrelated intangible rights and interests), incur any liabilities or obligationsother than costs and expenses incurred in the ordinary course of the ownershipof the Losee Property, after the Effective Date and on or before theContribution Date without the prior written consent of GC.

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

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**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)           themutual consent of all Members at any time; 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 Executive Committee shall act as liquidating trustee.  The liquidating trustee shall proceeddiligently to wind up the affairs of the Company and make final distributionsas provided herein and in the Act.  Thecosts of liquidation shall be borne by the Company.  Until final distribution, the liquidatingtrustee shall continue to operate the Company properties with all of the powerand authority of the Executive Committee. The steps to be accomplished by the liquidating trustee are as follows:

(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 the Members inaccordance with 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 Executive Committee (or such other person orpersons as the Act may require or permit) shall file Articles of Dissolutionwith the Secretary of State of Nevada under the Act and take such other actionsas may be necessary to terminate the existence of the Company.

6.4           NegativeCapital Accounts.  No Member with adeficit balance in its Capital Account shall have any obligation to make anycontribution to the capital of the Company with respect to such deficit, andsuch deficit shall not be considered a debt owed to the Company or to any otherPerson for any purpose whatsoever.

6.5           DeemedDistribution and Recontribution. Notwithstanding any other provision of this Article VI, in theevent the Company is liquidated within the meaning of Regulations Section1.704-1(b)(2)(ii)(g) but no event described in Section 6.1 has occurred,such liquidation shall not cause a dissolution of the Company for purposes ofthe Act and the Company’s assets shall not be liquidated, the Company’sliabilities shall not be paid or discharged, and the Company’s affairs shallnot be wound up.  Instead, the assets andliabilities of the Company shall 

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

6.6           Limitationson Rights of Members.  Each Membershall look solely to the assets of the Company for the return of its CapitalContribution, and except as expressly provided herein, no Member shall havepriority over any other Member as to the return of its Capital Contribution oras to any distributions or allocations.

**ARTICLEVII**

**Amendments**

7.1           AmendmentsGenerally.  Except as otherwiseprovided in this Article VII, and notwithstanding any contrary provisionof the Act, any amendments to this Agreement and to the Articles may be adoptedwith the unanimous written consent of all the Members.

7.2           Amendmentsby the Executive Committee.  Withoutlimiting the power to amend this Agreement granted by Section 7.1hereof, this Agreement may be amended by the Executive Committee, by executingan instrument of amendment and giving each Member notice thereof, without theconsent of any of the Members, (a) to effect changes of a ministerial naturethat do not adversely affect the rights, duties or obligations of the Members;(b) to give effect to the admission of Members in accordance with the termshereof; (c) to conform the terms of this Agreement with any Regulations issuedunder Code Section 704; or (d) with respect to the Company’s status as apartnership (and not as an association taxable as a corporation) for federal orstate income tax purposes (i) to comply with the requirements of theRegulations, or (ii) to ensure the continuation of partnership status; provided,however, that in the opinion of counsel of the Company any of suchamendments do not adversely affect the rights or interests of any of theMembers.  Notwithstanding the foregoing,no amendment shall be adopted pursuant to this Section 7.2 if suchamendment would adversely affect the limited liability of the Members or thestatus of the Company as a partnership for federal or state income taxpurposes.

**ARTICLEVIII**

**Miscellaneous**

8.1           Notices.  All notices, requests, consents and otherformal communication between the Members, the Manager, the members of theExecutive Committee and the Company that are required or permitted under thisAgreement (“Notices”) shall be in writing and shall be sent to theaddress for the respective addressee provided on Exhibit F (each a “NoticeAddress”).  Notices shall be (a)delivered personally with a written receipt of delivery, (b) sent by arecognized overnight courier requiring a written acknowledgment of receipt orproviding 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,

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that a duplicate copy of the Notice is delivered tothe respective Notice Address on the first regular business day following thedate of facsimile transmission.  Noticesshall be deemed delivered when actually received by the addressee at therespective Notice Address; provided, however, that if the Notice wassent by overnight courier or mail as aforesaid and is affirmatively refused orcannot be delivered during customary business hours by reason of the absence ofa signatory 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.

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

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 the Members and their respectivesuccessors, transferees and (subject to the limitations in Article Vhereof) 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.  Each Member, upon therequest of the Executive Committee, agrees to perform all further acts andexecute, acknowledge and deliver any documents which may be reasonablynecessary, appropriate or desirable to carry out the provisions of thisAgreement.

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 of theMembers irrevocably waives any right that it may have to maintain any actionfor partition 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 theMembers had signed the same document. All counterparts shall be construed together and shall constitute oneagreement.

8.9           Publicity.  Neither GC nor Station shall make any formalpublic statement(s) or announcements regarding the other Member, the AlianteProject, the Aliante Property, Aliante LLC, the Losee Property or Losee LLC, orthis Agreement without the prior consent of the other, which consent shall notbe unreasonably withheld; provided, however, that if either partyis unable to obtain the prior consent of the other with respect to a formalannouncement that is, on 

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

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

8.11         BrokerFees.  Station represents andwarrants that upon the formation of the Company or transfer of the LoseeMembership Interest to the Company, there will be no brokerage fees orcommissions or other compensation due or payable on an absolute or contingentbasis to any person, firm, corporation, or other entity, with respect to or onaccount of the formation of the Company or transfer of the Losee MembershipInterest, arising by, through or under Station. GC represents and warrants that upon the formation of the Company ortransfer of the Aliante Membership Interest to the Company, there will be nobrokerage fees or commissions or other compensation due or payable on anabsolute or contingent basis to any person, firm, corporation, or other entity,with respect to or on account of the formation of the Company or transfer ofthe Aliante Membership Interest, arising by, through or under GC.

8.12         Securitiesunder the UCC.  Notwithstanding anyrule or construction to the contrary, the Membership Interest owned by eachMember is hereby deemed to be a “security” as that term is defined in Article 8of the Uniform Commercial Code in effect on this date in the State of Nevadaand as such the Membership Interests shall be governed thereby, and anycertificate issued to evidence any Membership Interest shall bear a legend tothat effect.

[The remainder ofthis page is left blank intentionally.]

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**IN WITNESS WHEREOF,**the parties have executed and delivered this Agreement as of the EffectiveDate.
|            | **COMPANY:**         |                               |
|------------|----------------------|------------------------------------|
| ** ** | ** **           |                               |
|       | ALIANTE HOLDING, LLC |                               |
|       |                 |                               |
|            | By:                  | Aliante Station, LLC, a Member     |
|       |                 |                               |
|       |                 | By:                                | Station Casinos, Inc., its Manager |
|       |                 |                               |   |
|       |                 | By:                                | /s/ RICHARD J.  HASKINS |   |
|       |                 |                               | Richard J. Haskins |   |
|       |                 |                               | Secretary |   |
|       |                 |                               |
|            | By:                  | G.C. Aliante, LLC, a Member        |   |
|       |                 |                               |   |
|       | By:                  | /s/ BRIAN L.  GREENSPUN            |   |   |
|       |                 | Brian L. Greenspun                 |   |   |
|       |                 | Manager                            |   |   |
|       |                 |                               |   |
|            | **MEMBERS:**         |                               |
| ** ** |                 |                               |
| ** ** | G.C. ALIANTE, LLC    |                               |
| ** ** |                 |                               |
|            | By:                  | /s/ BRIAN L.  GREENSPUN            |   |
|       |                 | Brian L. Greenspun                 |   |
|       |                 | Manager                            |   |
|       |                 |                               |
|            | ALIANTE STATION, LLC |                               |
|       |                 |                               |
|            | By:                  | Station Casinos, Inc., its Manager |
|       |                 |                               |
|       | By:                  | /s/ RICHARD J.  HASKINS            |   |
|       |                 | Richard J. Haskins                 |   |
|       |                 | Secretary                          |   |
|            |                      |                                    |  |  |  |  |  |  |  |  |  |

 

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**EXHIBIT A**

Legal Description of AlianteProperty

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 B**

List of Investment Banking Firms

1.             Credit Suisse First Boston

2.             Bear, Stearns & Co., Inc.

3.             CIBC

4.             Lehman Brothers

5.             Merrill Lynch & Co., Inc.

6.             J.P. Morgan

7.             Banc of America Securities LLC

8.             Citigroup

9.             Jefferies & Company, Inc.

10.           The Goldman Sachs Group, Inc.

11.           Deutsche Bank

12.                                 orany other international investment banking firm of comparable reputation andexperience to the investment banking firms listed in items 1- 11 above that hasqualified analysts  who “follow” gamingcompanies.

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**EXHIBIT C-1**

Aliante Property Representations by GC

1.             GCrepresents and warrants to the Company and Station that the following mattersare true and correct as of the Contribution Date:

(a)           Withrespect to the Aliante Property, and except as contained in the AlianteProperty Documents (defined below) as of the Contribution Date, neither GC norany Affiliate thereof has received written notice from any governmentalauthority advising GC or any Affiliate thereof (i) a violation of any lawsor regulations (whether now existing or which will exist with the passage oftime) or (ii) any action which must be taken to avoid a violation thereof.

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

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

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

(iii)          Acopy of the bill or bills issued for the most recent year for which bills havebeen issued for all real estate taxes or assessments currently applicable tothe Aliante Property and a copy of any and all real estate tax or assessmentnotices currently applicable to the Aliante Property (collectively, the “TaxBills”);

(iv)          Acopy of all outstanding management, maintenance, repair, service and supplycontracts (including, without limitation, grading, quarry and landscapingagreements), equipment rental agreements, all contracts for repair or capitalreplacement to be performed at the Aliante Property, and any other contractsrelating to or affecting the Aliante Property (other than Leases (definedbelow)), any of the foregoing of which has a remaining payment obligation inexcess of $100,000 and which will be binding upon the Aliante Property or theCompany subsequent to the transfer of the Aliante Membership Interest to theCompany (collectively, the “Contracts”);

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

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

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

(vii)         Acopy of all outstanding guarantees and warranties covering the AlianteProperty; and

(viii)        Copiesof pending insurance claims or litigation documents relating to the AlianteProperty.

(c)           Uponthe formation of the Company or transfer of the Aliante Membership Interests tothe Company, there will be no brokerage fees or commissions or othercompensation due or payable on an absolute or contingent basis to any Person,with respect to or on account of the formation of the Company or transfer ofthe Aliante Membership Interests, arising by, through or under GC or itsAffiliates.

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

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

(f)            Exceptas set forth in the Aliante Property Documents or disclosed to the Company,neither GC nor any Affiliate thereof has received any written notice from anyinsurance carrier or any of the tenants under the Leases of any materialdefects in the Aliante Property, or in any portion thereof, which wouldmaterially adversely affect the insurability thereof or the cost of suchinsurance.

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

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Property which wouldmaterially adversely affect the Aliante Property or Aliante LLC’s interesttherein.

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

(i)            Exceptas contained in the Property Documents, to GC’s actual knowledge, there are noLeases, tenancy or occupancy agreements binding upon all or any portion of theAliante Property.

2.             Therepresentations and warranties made in Paragraph 1 of this ExhibitC-1 shall be continuing and shall not merge into any instrument orconveyance delivered at the transfer of the Aliante Membership Interest to theCompany, but shall survive the transfer of the Aliante Membership Interest tothe Company for a period of twelve (12) months. Notwithstanding anything to the contrary herein, to the extent Scott Nielson, Bill Warner, Frank J. FertittaIII, Glenn Christenson or Joe Haley have actual knowledge (as of thetime any such representation or warranty is made) of any incorrect statement inany representation or warranty made by GC, neither Station nor the Company canrely on such representation or warranty. As used herein, “Station’s actual knowledge,” or similar phrases,means the current, actual personal knowledge Scott Nielson, Bill Warner, Frank J. Fertitta III, Glenn Christenson orJoe Haley, without investigation and without imputation of any otherperson’s knowledge.  As used herein, “GC’sactual knowledge,” or similar phrases, means the current, actual personalknowledge of only Robert Solomon, JohnKilduff and Jon Legarza, without investigation and without imputation ofany other person’s knowledge.  The factthat reference is made to the personal knowledge of named individuals shall notrender such individuals personally liable for any breach of any of theforegoing representations and warranties.

                3.             Notwithstandinganything herein to the contrary, GC expressly disclaims any representations andwarranties regarding any contracts, leases, governmental approvals, studies orother documents executed, approved or commissioned by GC, either directly or onbehalf of the Company.

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**EXHIBIT C-2**

Losee Property Representations by Station and Parent

1.             Stationrepresents and warrants to the Company and GC that the following matters aretrue and correct as of the Contribution Date:

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

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

(i)            Acopy of an ALTA survey of the Losee Property;

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

(iii)          Acopy of the bill or bills issued for the most recent year for which bills havebeen issued for all real estate taxes or assessments currently applicable tothe Losee Property and a copy of any and all real estate tax or assessmentnotices currently applicable to the Losee Property (collectively, the “LoseeTax Bills”);

(iv)          Acopy of all outstanding management, maintenance, repair, service and supplycontracts (including, without limitation, grading, quarry and landscapingagreements), equipment rental agreements, all contracts for repair or capitalreplacement to be performed at the Losee Property, and any other contractsrelating to or affecting the Losee Property (other than Leases (definedbelow)), any of the foregoing of which has a remaining payment obligation inexcess of $100,000 and which will be binding upon the Losee Property or theCompany subsequent to the transfer of the Losee Membership Interest to theCompany (collectively, the “Losee Contracts”);

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

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

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

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(viii)        Copiesof pending insurance claims or litigation documents relating to the LoseeProperty.

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

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

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

(f)            Exceptas set forth in the Losee Property Documents or disclosed to the Company andGC, neither Station nor any Affiliate thereof has received any written noticefrom any insurance carrier or any of the tenants under the Leases of anymaterial defects in the Losee Property, or in any portion thereof, which wouldmaterially adversely affect the insurability thereof or the cost of such insurance.

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

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

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

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

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

                3.             Notwithstandinganything herein to the contrary, Station and Parent expressly disclaim anyrepresentations and warranties regarding any contracts, leases, governmentalapprovals, studies or other documents executed, approved or commissioned byStation, either directly or on behalf of the Company, or by Parent.

 

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**EXHIBIT D**

New Property(ies)

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

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

3.                                       Ifthe Other Member (a) fails, for any reason, to deliver a Notice to Participatewithin the Participation Election Period or (b) notifies the Offering Member inwriting before the expiration of the Participation Election Period of suchOffering Member’s decision not to exercise its Participation Election (whichnotification shall be irrevocable), then the Other Member shall have no rightswith respect to the New Property or the Offering Member’s Interest, except that(i) such New Property shall be subject to the Section 3.8(a) Restrictions and(ii) the Offering Member shall not (either directly or indirectly) own,develop, manage or operate such New Property as a hotel and/or gaming activityduring 

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

4.               If the Other Membertimely delivers a Notice to Participate to the Offering Member, then withinthirty (30) days after the date on which the Other Member so notifies theOffering Member, (i) the Members shall cause the Company to acquire the NewProperty or Offering Member’s Interest through a newly formed limited liabilitycompany that will be wholly-owned by the Company or equally by the Members,(ii) the terms of the operating agreement of such newly-formed limitedliability company (the “New Property Operating Agreement”) shall be asmutually agreed to by the Members or, in the event the Members are unable toagree on the definitive terms and conditions thereof during such thirty(30)-day period, then on substantially the same terms and conditions as setforth in the Losee Operating Agreement (modified, as necessary, to reflect thedifferences between the New Property and the Losee Property and the terms andconditions of its purchase); provided, however, that (a) alldecisions regarding the development of the New Property shall require the jointapproval of both Members (or their Affiliates or representatives in theexecutive committee of such new limited liability company, as the case may be)and (b) there shall be no “conflict of interest” provision analogous to Section3.8 of the Aliante Operating Agreement or other non-competition provision. GCand Station shall jointly fund the acquisition cost of such New Property withAdditional Capital Contributions to the Company, which the Company shall, inturn, contribute to the new limited liability company for such purpose.

5.                                       Ifthe Other Member timely delivers a Notice to Participate to the Offering Memberbut the Other Member fails to fund its share of the Additional CapitalContributions necessary to fund the purchase price of the New Property ofOffering Member’s Interest (or 50% of the New Property Costs attributablethereto) in accordance with the terms set forth in Paragraph 4 above,the Offering Member may elect either (a) to treat such failure as a failure ofthe Other Member to deliver a Notice to Participate within the ParticipationElection Period as provided in Paragraph 4 above or (b) to exercise all rightsand remedies under applicable law for breach of the agreements set forth inthis Exhibit D.

6.                                       Ifthe Other Member timely delivers a Notice to Participate to the Offering Memberbut the Offering Member fails to transfer the Offered Member’s Interest (or NewProperty, as applicable) or to fund its share of the Additional CapitalContributions necessary to fund the purchase price of the Offering Member’sInterest or the New Property in accordance with the terms set forth in Paragraph4 above, the Other Member may elect either (a) to require specificperformance by the Offering Member of its Additional Capital Contributionobligations in accordance with the term set forth in Paragraph 4 aboveand the Offering Member hereby consents to such remedy, if so elected by theOther 

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Member, or (b) to exercise all rights and remediesunder applicable law for breach of the agreements set forth in this ExhibitD.

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

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**EXHIBIT E**

Legal Description of Losee Property

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 SECTION13, 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**

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

 

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**EXHIBIT G**

Initial Members and Membership Interests
| G.C. Aliante, LLC, a Nevada limited  liability company    | 50%    |
|-----------------------------------------------------------|--------|
|                                                      |   |
| Aliante Station,  LLC, a Nevada limited liability company | 50%    |

 

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**TO BE UPDATED BASED ON**

**THEUPDATED TITLE COMMITMENT, EFFECTIVE DATE 11/7/05**

**EXHIBIT H-1**

Permitted Exceptions (Aliante Property)

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

(a)                                  thereal property taxes covered by Exception No. 1 on Schedule B-Section II of theTC shall be shown as current  as of theContribution Date;

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

(c)          Title Policy to includeaffirmative insurance that as of the date of the policy there are nosupplemental or recapture taxes;

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

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

(f)                                    ExceptionNo. 18 shall not be deemed Permitted Exceptions.

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

3.                                       Declarationof Covenants, Conditions and Restrictions in substantially the form as attachedhereto.

4.                                       Unrecordedlicense agreements in form and substance approved by the Executive Committeewith respect to the temporary placement of construction trailers and spoils

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(includingcaliche) stockpile on portions of the Aliante Property by an affiliate of GCand by a third party.

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

 

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**EXHIBIT H-2**

Permitted Exceptions (Losee Property)

1.                                       Thosematters shown as exceptions in that certain Owner’s Policy of Title InsuranceNo. A60-0527944 issued by Commonwealth Land Title Insurance Company, datedOctober 11, 2005, naming Losee LLC as insured.

 

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**EXHIBIT I**

Articles of Organization

See attached.

 

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**SCHEDULE 4.1(a)**

GC’s InitialCapital Contribution

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

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

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

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**SCHEDULE4.1(b)**

Station’s Initial Capital Contribution

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

2.             Prior to or concurrently withmaking its Initial Capital Contribution, Station shall, at its sole cost and expense, (a) take all stepsnecessary to transfer all transferable land use permits and approvalstheretofore issued with respect to the Losee Property to Losee LLC  and (b) provide Losee LLC with, or causeLosee LLC to obtain, a 1970 ALTA extended coverage owner’s policy of titleinsurance (the “Losee Owner’s Policy”) issued by Nevada Title in theamount of $47,000,000 insuring Losee LLC’s title in and to the Losee Property,subject only to the Permitted Exceptions set forth on Exhibit H-2 to theAgreement and those additional encumbrances approved by the ExecutiveCommittee.

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

 

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**ATTACHMENT I**

Form of Aliante Operating Agreement

 

 

See attached.

 

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**ATTACHMENT II**

Form of Losee Operating Agreement

 

 

See attached

 

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**ATTACHMENT III**

Form of GC Assignment of Membership Interest

See attached

 

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**ATTACHMENT IV**

Form of Station Assignment of Membership Interest

See Attached

 

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