WHEREAS, immediately prior to the GC Contribution (as defined below), the Company and GC, the then sole member of the Company, were parties to that certain Operating Agreement of Aliante Gaming, LLC, a copy of which is attached hereto as Exhibit B (the Original Operating Agreement) and WHEREAS, the Company was formed by the filing of the Articles of Organization with the Nevada Secretary of State on December 16, 2005, a copy of which is attached hereto as Exhibit A (the Articles) and Each of the Company, Holding and the Manager is sometimes referred to herein as a Party and, all of them, together, are sometimes collectively referred to herein as the Parties. All references to Holding in this Agreement are to Holding, in its capacity as the sole Member, unless the context clearly indicates otherwise. ALIANTE, LLC, a Nevada limited liability company, as a member of Holding ( GC), and Station, as a member of Holding. This AMENDED AND RESTATED OPERATING AGREEMENT OF ALIANTE GAMING, LLC, dated as of Janu(the Effective Date), is entered into by and among (1) ALIANTE GAMING, LLC, a Nevada limited liability company (the Company) (2) ALIANTE HOLDING, LLC, a Nevada limited liability company, the sole Member following the Effective Date ( Holding) and (3) ALIANTE STATION, LLC, a Nevada limited liability company ( Station), a wholly-owned subsidiary of Station Casinos, Inc., a Nevada corporation ( Parent), and the Manager (as hereinafter defined) and acknowledged and agreed to by G.C. Place of Meetings and Meetings by Telephone Prohibition Against Publicly Traded Partnershipĭecisions Subject to Executive Committee Approval Liability of Holding, as a Member, and Station, as Manager Managers Duties During Operating Period and With Respect to Expansion ProjectsĬonflicts of Interest Right to Participate Managers Duties During Pre-Opening Period Expense of Construction Matters Relating to Construction and Development Matters Relating to Financing the Construction of the Project

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