S-1

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TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on May 31, 2013

Registration No. 033-[                ]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

STATION CASINOS LLC
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

7990
(Primary Standard Industrial Classification Code Number)

27-3312261
(I.R.S. Employer Identification Number)

1505 South Pavilion Center Drive, Las Vegas, Nevada 89135
(702) 495-3000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Richard J. Haskins
1505 South Pavilion Center Drive, Las Vegas, Nevada 89135
(702) 495-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

As soon as practicable after this registration statement is declared effective
(Approximate date of commencement of proposed sale to the public)

WITH COPIES TO:

Deborah Conrad
Milbank, Tweed, Hadley & McCloy LLP
601 South Figueroa Street, 30^th Floor
Los Angeles, Ca 90017
(213) 892-4671

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:    ý

          If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
7.50% Senior Notes due 2021	(1)	(1)	(1)	(1)
Guarantees of the 7.50% Senior Notes due 2021	(1)(2)	(1)(2)	(1)(2)	(1)(2)

(1)

An indeterminate amount of securities are being registered hereby to be offered solely for market-making purposes by specified affiliates of the registrants. Pursuant to Rule 457(q) under the Securities Act of 1933, as amended (the "Securities Act"), no filing fee is required.

(2)

No additional registration fee is due for guarantees pursuant to Rule 457(n) under the Securities Act of 1933, as amended.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER*	STATE OF ORGANIZATION	PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBERS		I.R.S. EMPLOYER IDENTIFICATION NUMBER
NP Auburn Development LLC	California		7990		27-4350303
NP Boulder LLC	Nevada		7990		27-3312313
NP Centerline Holdings LLC	Nevada		7990		27-4357446
NP Development LLC	Nevada		7990		27-4414759
NP Durango LLC	Nevada		7990		27-4348250
NP FH Excess LLC	Nevada		7990		27-4357917
NP Fiesta LLC	Nevada		7990		27-3483838
NP Fresno Land Acquisitions LLC	California		7990		27-4386213
NP Gold Rush LLC	Nevada		7990		27-3483949
NP Green Valley LLC	Nevada		7990		27-3484140
NP Hanger Leaseco LLC	Nevada		7990		27-4373024
NP Horizon Park LLC	Nevada		7990		27-4373520
NP Inspirada LLC	Nevada		7990		27-4373819
NP IP Holdings LLC	Nevada		7990		27-3312208
NP Lake Mead LLC	Nevada		7990		27-3483890
NP LML LLC	Nevada		7990		27-3484201
NP Losee Elkhorn Holdings LLC	Nevada		7990		45-2430388
NP Magic Star LLC	Nevada		7990		27-3484005
NP Mt. Rose LLC	Nevada		7990		27-4374111
NP Northern NV Acquisitions LLC	Nevada		7990		27-4375084
NP Opco Holdings LLC	Nevada		7990		27-3484271
NP Opco LLC	Nevada		7990		27-3484225
NP Palace LLC	Nevada		7990		27-3312372
NP Past Enterprises LLC	Nevada		7990		27-4348523
NP Rancho LLC	Nevada		7990		27-3483980
NP Red Rock LLC	Nevada		7990		27-3312418
NP Reno Convention Center LLC	Nevada		7990		27-4375362
NP River Central LLC	Nevada		7990		27-3484252
NP ROTMA LLC	Nevada		7990		27-4375495
NP Santa Fe LLC	Nevada		7990		27-3484083
NP Sonoma Land Holdings LLC	California		7990		27-4386428
NP Steamboat LLC	Nevada		7990		27-4375638
NP Sunset Lindell LLC	Nevada		7990		27-4375793
NP Sunset LLC	Nevada		7990		27-3312450
NP Texas LLC	Nevada		7990		27-3484110
NP Town Center LLC	Nevada		7990		27-4376080
SC Butte Development, LLC	California		7990		86-1101728
SC Butte Management, LLC	California		7990		86-1101726
SC Madera Development, LLC	California		7990		76-0745028
SC Madera Management, LLC	California		7990		76-0745025
SC Michigan, LLC	Nevada		7990		84-1644934
SC Rancho Development, LLC	Nevada		7990		20-4729808
SC Sonoma Development, LLC	California		7990		74-3090767
SC Sonoma Management, LLC	California		7990		74-3090786
SC SP 1 LLC	Nevada		7990		46-1036784
SC SP 2 LLC	Nevada		7990		46-1109329
SC SP 3 LLC	Nevada		7990		46-1114439
SC SP 4 LLC	Nevada		7990		46-1123185
SC SP 5 LLC	Nevada		7990		46-1264831
SC SP Holdco LLC	Nevada		7990		61-1693277
Sonoma Land Acquisition Company, LLC	California		7990		26-0443796
Station California, LLC	California		7990		47-0905880
Station Development, LLC	California		7990		47-0905934
Station GVR Acquisition, LLC	Nevada		7990		27-4440679

*

Each additional registrant is a direct or indirect subsidiary of Station Casinos LLC. The address, including zip code, and telephone number, including area code, of each registrant's principal executive offices is c/o Station Casinos LLC, 1505 South Pavilion Center Drive, Las Vegas, Nevada, telephone (702) 495-3000. The names, address, and telephone number of the agent for service for each additional registrant is Richard J. Haskins, Station Casinos LLC, 1505 South Pavilion Center Drive, Las Vegas, Nevada, telephone (702) 495-3000.

The information in this prospectus is not complete and may be changed. We may not sell the securities described herein until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell the securities described herein and it is not soliciting any offers to buy such securities in any state where the offer or sale thereof is not permitted.

SUBJECT TO COMPLETION, DATED MAY 31, 2013

PROSPECTUS

Station Casinos LLC

$500,000,000 7.50% Senior Notes due 2021

        The 7.50% Senior Notes due 2021 (the "Notes") were issued in exchange for the 7.50% Senior Notes due 2021 originally issued on March 1, 2013 by Station Casinos LLC, a Nevada limited liability company (together with its consolidated subsidiaries, "Station", "Company", "us", "we", or "our").

        The Notes were issued under the indenture dated as of March 1, 2013 among the Company, the Guarantors (as defined herein) and Wells Fargo Bank, National Association, as Trustee.

        We are entitled to redeem some or all of the Notes at any time prior to March 1, 2016 at a price equal to 100% of the principal amount of the Notes to be redeemed plus a "make whole" premium set forth in this prospectus, plus accrued interest and unpaid interest, if any. We are also entitled to redeem some or all of the Notes on or after March 1, 2016 at the redemption prices set forth in this prospectus, plus accrued and unpaid interest, if any. Prior to March 1, 2016, we are also entitled to redeem up to 35% of the original aggregate principal amount of the Notes with proceeds of certain equity financings at the redemption prices set forth in this prospectus. In addition, we may be required to offer to purchase the Notes upon the sale of certain assets or upon a change of control.

        The Notes are guaranteed on a senior unsecured basis (each, a "guarantee") by each of our existing and future direct and indirect restricted subsidiaries that guarantee our obligations under our new $1,975.0 million senior secured credit facility (the "Guarantors") as described in this prospectus. The Notes and the guarantees of the Notes are our general senior unsecured obligations. The Notes and the related guarantees rank senior in right of payment to all our existing and future debt that is expressly subordinated in right of payment to the Notes and equally in right of payment with all our existing and future senior liabilities. The Notes and the related guarantees are effectively subordinated to all of our existing and future secured debt, including indebtedness under our New Credit Facility and other secured debt permitted to be incurred pursuant to the terms of the indenture governing the Notes, to the extent of the value of the collateral securing such debt.

You should consider the "Risk factors" beginning on page 15 of this prospectus in connection with an investment in the Notes.

None of the Securities and Exchange Commmission, any state securities commission, the Nevada Gaming Commission, the Nevada State Gaming Control Board, nor any other gaming authority or other regulatory agency has approved or disapproved of the Notes or the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

        This prospectus has been prepared for and may be used by Deutsche Bank Securities Inc. and its affiliates in connection with offers and sales of the notes related to market-making transactions in the Notes effected from time to time. Such affiliates may act as principal or agent in such transactions, including as agent for the counterparty when acting as principal or as agent for both counterparties, and may receive compensation in the form of discounts and commissions, including from both counterparties, when it acts as agents for both. Such sales will be made at prevailing market prices at the time of sale, at prices related thereto or at negotiated prices. We will not receive any proceeds from such sales.

The date of this prospectus is [                      ], 2013.

TABLE OF CONTENTS

Forward-Looking Statements	ii
Market and Industry Data	iii
Where You Can Find More Information	iii
Incorporation by Reference	iv
Prospectus Summary	1
Summary Description of the Notes	10
Risk Factors	15
Use of Proceeds	32
Capitalization	33
Description of the Notes	34
Book-Entry, Delivery and Form	86
Certain United States Federal Income Tax Considerations	89
Plan of Distribution	93
Legal Matters	94
Experts	94

i

FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such statements contain words such as "believe," "estimate," "expect," "intend," "plan," "project," "may," "will," "might," "should," "could," "would," "seek," "pursue" and "anticipate" or the negative or other variation of these or similar words, or may include discussions of strategy or risks and uncertainties. Forward-looking statements in this prospectus include, among other things, statements concerning:

•

projections of future results of operations or financial condition;

•

expectations regarding our business and results of operations of our existing casino properties and prospects for future development;

•

expenses and our ability to operate efficiently;

•

expectations regarding trends that will affect our market and the gaming industry generally and the impact of those trends on our business and results of operations;

•

our ability to comply with the covenants in the agreements governing our outstanding indebtedness;

•

our ability to meet our projected debt service obligations, operating expenses, and maintenance capital expenditures;

•

expectations regarding availability of capital resources, including our ability to refinance our outstanding indebtedness;

•

our intention to pursue development opportunities and acquisitions and obtain financing for such development and acquisitions; and

•

the impact of regulation on our business and our ability to receive and maintain necessary approvals for our existing properties and future projects.

        Any forward-looking statement is based upon a number of estimates and assumptions that, while considered reasonable by us, is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control, and are subject to change. Actual results of operations may vary materially from any forward-looking statement made herein. Forward-looking statements should not be regarded as a representation by us or any other person that the forward-looking statements will be achieved. Undue reliance should not be placed on any forward-looking statements. Some of the contingencies and uncertainties to which any forward-looking statement contained herein is subject include, but are not limited to, the following:

•

the economic downturn, and in particular the economic downturn in Nevada, and its effect on consumer spending and our business;

•

the intense competition within the gaming industry;

•

the risk that new gaming licenses or gaming activities, such as internet gaming, are approved and result in additional competition;

•

our substantial outstanding indebtedness and the effect of our significant debt service requirements on our operations and ability to compete;

•

the risk that we will not be able to finance our development and investment projects or refinance our outstanding indebtedness;

ii

•

the extensive regulation from gaming and other government authorities on our ability to operate our business and the risk that regulatory authorities may revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines or take other actions that adversely affect us;

•

risks associated with changes to applicable gaming and tax laws that could have a material adverse effect on our financial condition;

•

general business conditions, including competitive practices, changes in customer demand and the cyclical nature of the gaming and hospitality business generally, and general economic conditions, including interest rates and availability of financing, on our business and results of operations;

•

adverse outcomes of legal proceedings and the development of, and changes in, claims or litigation reserves; and

•

risks associated with development, construction and management of new projects or the expansion of existing facilities, including cost overruns and construction delays.

For additional contingencies and uncertainties, see "Risk Factors."

        Given these risks and uncertainties, we can give no assurances that results contemplated by any forward-looking statements will in fact occur and therefore caution investors not to place undue reliance on them. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur.

MARKET AND INDUSTRY DATA

        Some of the market and industry data contained in this prospectus are based on independent industry publications or other publicly available information. Although we believe that these independent sources are reliable, we have not independently verified and cannot assure you as to the accuracy or completeness of this information. As a result, you should be aware that the market and industry data contained in this prospectus, and our beliefs and estimates based on such data, may not be reliable.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-1 under the Securities Act with respect to the Notes. This prospectus, which forms a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement and the exhibits thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information with respect to us and the Notes, reference is made to the Registration Statement. Any statements made in this prospectus concerning the provisions of certain documents are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement submitted to the SEC. The Registration Statement, the exhibits forming a part thereof and the reports and other information filed by us with the SEC in accordance with the Exchange Act may be inspected, without charge, at the Public Reference Section of the SEC located at 100 F. Street, N.E., Washington, D.C., 20549. Copies of all or any portion of the material may be obtained from the Public Reference Section of the SEC upon payment of the prescribed fees. The SEC also maintains a website on the World Wide Web that contains periodic reports, proxy and information statements and other information at http://www.sec.gov.

        We file annual, quarterly, and other reports, proxy statements and other information with the SEC under the Exchange Act. You may read and copy any materials we file with the SEC at the SEC's

iii

public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public through the SEC's website at http://www.sec.gov. General information about us, including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website at http://www.sclv.com as soon as reasonably practicable after we file them with, or furnish them to, the SEC. Information on our website or publicly filed is not incorporated into this prospectus or our other securities filings and is not a part of this prospectus.

INCORPORATION BY REFERENCE

        The SEC allows us to incorporate certain information into this prospectus by reference to other documents that we file with the SEC. This means that we can disclose important information to you for purposes of this prospectus by referring you to other documents that have been filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus, except for any information that is superseded by information that is included directly in this document.

        We incorporate into this prospectus by reference:

•

our Annual Report on Form 10-K for the year ended December 31, 2012 that we filed with the SEC on March 22, 2013;

•

our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 that we filed with the SEC on May 15, 2013; and

•

our Current Reports on Form 8-K filed with the SEC on February 11, 2013, February 15, 2013, February 19, 2013, and March 1, 2013.

        You should rely only on the information contained in this prospectus or incorporated by reference into this prospectus. We have not authorized anyone to provide you with different information from that contained in, or incorporated by reference into, this prospectus. The prospectus may be used only for the purposes for which it has been published and no person has been authorized to give any information not contained or incorporated by reference herein. If you receive any other information, you should not rely on it. We are not making an offer of these securities in any state where the offer is not permitted. You should assume that the information in this prospectus or incorporated by reference into this prospectus is accurate only as of the date on the front cover, regardless of the time of delivery of this prospectus. Our business, prospects, financial condition and results of operations may have changed since that date.

        You can obtain documents incorporated by reference in this prospectus, other than some exhibits to those documents, by requesting them in writing or by telephone from us at the following:

Station Casinos LLC
1505 South Pavilion Center Drive
Las Vegas, Nevada 89135
Attention: Investor Relations

        You will not be charged for any of the documents that you request.

iv

SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary may not contain all of the information that you should consider in determining whether to invest in the Notes. This prospectus contains forward-looking statements that involve risks and uncertainties. You should read the entire prospectus carefully, including the section entitled "Risk Factors," our financial statements and the related notes and management's discussion and analysis of financial condition and results of operations thereof included elsewhere or incorporated by reference into this prospectus, before making a decision to purchase the Notes.

We acquired substantially all of the assets and assumed certain liabilities of Station Casinos, Inc. ("STN") in connection with STN's plan of reorganization that was consummated on June 17, 2011 (the "Effective Date") under Chapter 11 of the United States Bankruptcy Code (the "Chapter 11 Cases"). Unless otherwise noted, the terms the "Company," "we," "us" and "our" refer to Station Casinos LLC and its consolidated subsidiaries for periods following the Effective Date and to STN and its consolidated subsidiaries (collectively referred to herein as "Station") for periods prior to the Effective Date. The term "Issuer" refers only to Station Casinos LLC and the term "Guarantors" refers to our restricted subsidiaries that guarantee our obligations under the Notes.

Our Company

        We are a premier gaming and entertainment company established in 1976 that develops and operates casino entertainment facilities. We currently own and operate nine major hotel/casino properties principally under the Station and Fiesta brands and seven smaller casino properties (three of which are 50% owned) in the Las Vegas metropolitan area. We also manage the Gun Lake Casino in Allegan County, Michigan and have a contract to manage the Graton Resort & Casino in Sonoma County, California, which commenced construction in June 2012 and is expected to open by the end of 2013.

        We also hold a majority ownership interest in Fertitta Interactive LLC ("Fertitta Interactive"), which launched its real money online gaming operations under the Ultimate Gaming brand on April 30, 2013. We have made a significant investment in Fertitta Interactive and we expect that we will continue to make significant capital contributions to support its business strategy.

        We offer convenience and choices to residents throughout the Las Vegas valley with our strategically located portfolio of properties. Each of our properties caters primarily to Las Vegas area residents. We believe that our out-of-town patrons are also discerning customers who enjoy a high-quality, value oriented experience. We believe that our patrons view our hotel and casino product as a preferable alternative to attractions located on the Las Vegas Strip and in downtown Las Vegas.

        Our principal source of revenue and operating income is gaming, primarily slot revenue, and we use our non-gaming amenities to attract customer traffic to our casino properties. The majority of our revenue is cash-based and as a result, fluctuations in our revenues have a direct impact on our cash flows from operations. Because our business is capital intensive, we rely heavily on the ability of our properties to generate operating cash flow to repay debt financing, fund maintenance capital expenditures and provide excess cash for future growth.

        We believe the high-quality entertainment experience we provide our customers also differentiates us from our competitors. Our casino properties are conveniently located throughout the Las Vegas valley and provide our customers a wide variety of entertainment and dining options. We believe we surpass our competitors in offering casino patrons the newest and most popular slot and video games featuring the latest technology.

1

Our Properties

        Set forth below is certain information as of March 31, 2013 concerning our properties, each of which is more fully described following the table.

	Hotel Rooms		Slots(1)		Gaming Tables(2)		Parking Spaces(3)		Acreage
Red Rock		811		2,952		69		5,500		64
Green Valley Ranch		495		2,422		48		4,000		40
Palace Station		972		1,693		44		3,000		30
Boulder Station		300		2,692		33		3,300		54
Texas Station		201		1,785		24		4,700		47
Sunset Station		457		2,414		39		5,800		82
Santa Fe Station		200		2,517		39		5,200		39
Fiesta Rancho		100		1,407		14		2,800		25
Fiesta Henderson		224		1,678		18		3,400		46
Wild Wild West		260		182		6		592		19
Wildfire Rancho		—		210		—		265		5
Wildfire Boulder		—		169		—		230		2
Wildfire Sunset		—		142		—		123		1
Barley's (50% owned)		—		198		—		—		—
The Greens (50% owned)		—		38		—		—		—
Wildfire Lanes (50% owned)		—		199		—		—		—
		4,020		20,698		334		38,910		454

(1)

Includes slot and video poker machines and other coin-operated devices.

(2)

Generally includes blackjack ("21"), craps, roulette, pai gow poker, mini baccarat, let it ride, three-card poker, Texas hold'em and wild hold'em.

(3)

Includes covered parking spaces of 3,000 for Red Rock, 2,200 for Green Valley Ranch, 1,500 for Palace Station, 1,500 for Boulder Station, 2,400 for Texas Station, 2,100 for Sunset Station, 3,600 for Santa Fe Station, 500 for Fiesta Rancho and 1,500 for Fiesta Henderson.

2

        Set forth below is a map showing the locations of our properties, which are located near major roads, providing easy access to customers, including the approximately 2 million people who live within the Las Vegas metropolitan statistical area.

        Red Rock.    Red Rock, which opened in April 2006, is strategically located on Charleston Boulevard at the Interstate 215/Charleston interchange in the Summerlin master-planned community in Las Vegas, Nevada. The AAA Four Diamond resort features an elegant desert oasis theme with a contemporary design offering 811 hotel rooms featuring luxury amenities. In addition to its standard guest rooms, the hotel offers six styles of suites, including one-of-a-kind custom villas and penthouse suites. Additional non-gaming amenities include nine full-service restaurants, a 16-screen movie theater complex, 94,000 square feet of meeting and convention space, a full-service spa, a 72-lane bowling center and a Kid's Quest child care facility. Red Rock's nine full-service restaurants have a total of approximately 1,400 seats and include Hachi (a contemporary Japanese restaurant), T-bones Chophouse, Terra Rossa (an Italian restaurant), the Grand Café, Feast Buffet (which features live-action themed buffets offering options that include Mexican, Italian, barbeque, American and Chinese cuisines), Sand Bar, Yard House, LBS: A Burger Joint (a gourmet burger restaurant) and Pink's Hot Dogs. In addition, Red Rock features numerous bars and lounges including Rocks Lounge offering free live entertainment, Onyx Bar, Sand Bar and Lucky Bar. Red Rock also offers a variety of fast-food outlets.

        Green Valley Ranch.    Green Valley Ranch, which opened in December 2001, is strategically located at the intersection of Interstate 215 and Green Valley Parkway in Henderson, Nevada. Green Valley Ranch is approximately five minutes from McCarran International Airport and seven minutes from the Las Vegas Strip. Green Valley Ranch was designed to complement the Green Valley master planned community. The AAA Four Diamond resort features a Mediterranean style villa theme with non-gaming amenities including eight full-service restaurants, a 4,200-square-foot non-gaming arcade, a

3

state-of-the-art spa with outdoor pools, a 10-screen movie theater complex, two gift shops, approximately 60,500 square feet of meeting and convention space and an entertainment lounge. Green Valley Ranch also offers an 8-acre complex featuring private poolside cabanas, a contemporary poolside bar and grill, one and a half acres of vineyards and an outdoor performance venue. Green Valley Ranch's eight full-service restaurants include the China Spice (a Chinese restaurant), Sushi+Sake, Terra Verde (an Italian restaurant), Hank's Fine Steaks and Martinis, Feast Buffet, Tides Oyster Bar, the Grand Café and Turf Grill. Green Valley Ranch also offers a variety of fast-food outlets to enhance the customers' dining selection. Guests may also enjoy the Drop Bar, a centerpiece of the casino, The Lobby Bar, which is open to the hotel entrance and the pool area, and Quinn's Irish Pub.

        Palace Station.    Palace Station, which opened in 1976, is strategically located at the intersection of Sahara Avenue and Interstate 15, one of Las Vegas' most heavily traveled areas. Palace Station is a short distance from McCarran International Airport and from major attractions on the Las Vegas Strip and downtown Las Vegas. Palace Station features a turn-of-the-20th- century railroad station theme with non-gaming amenities including newly remodeled hotel rooms, seven full-service restaurants, a 275-seat entertainment lounge, two additional bars, two swimming pools, an approximately 20,000-square-foot banquet and convention center, a gift shop and a non-gaming video arcade. Palace Station's seven full-service restaurants have a total of approximately 1,300 seats. These restaurants, which offer a variety of high-quality food at reasonable prices, include the Grand Café, Feast Buffet (which features live-action themed buffets offering options that include Mexican, Italian, barbeque, American and Chinese cuisines), The Broiler Steaks and Seafood, Pasta Cucina (an Italian restaurant), Cabo Mexican Restaurant, an oyster bar and Food Express Chinese Restaurant. In addition to these restaurants, Palace Station offers various fast-food outlets and the Louie Anderson Theater featuring Bonkers Comedy Club.

        Boulder Station.    Boulder Station, which opened in August 1994, is strategically located on Boulder Highway, immediately adjacent to the Interstate 515 interchange. We believe that Boulder Station's highly visible location at this well-traveled intersection offers a competitive advantage relative to the other hotels and casinos located on Boulder Highway. Boulder Station is located approximately four miles east of the Las Vegas Strip and approximately four miles southeast of downtown Las Vegas. Boulder Station features a turn-of-the-20th-century railroad station theme with non-gaming amenities including five full-service restaurants, a 750-seat entertainment lounge, three additional bars, an 11-screen movie theater complex, a Kid's Quest child care facility, a swimming pool, a non-gaming video arcade and a gift shop. Boulder Station's five full-service restaurants have a total of over 1,400 seats. These restaurants, which offer a variety of high-quality meals at reasonable prices, include the Grand Café, Feast Buffet, The Broiler Steakhouse, Pasta Cucina (an Italian restaurant) and Cabo Mexican Restaurant. In addition to these restaurants, Boulder Station offers various fast-food outlets.

        Texas Station.    Texas Station, which opened in July 1995, is strategically located at the corner of Lake Mead Boulevard and Rancho Drive in North Las Vegas. Texas Station features a friendly Texas atmosphere, highlighted by distinctive early Texas architecture with non-gaming amenities including five full-service restaurants, a Kid's Quest child care facility, a 300-seat entertainment lounge, a 1,700-seat event center, five additional bars, an 18-screen movie theater complex, a swimming pool, a non-gaming video arcade, a gift shop, a 60-lane bowling center and approximately 40,000 square feet of meeting and banquet space. Texas Station's five full-service restaurants have a total of approximately 1,200 seats. These restaurants, which offer a variety of high-quality food at reasonable prices, include the Grand Café, Austins Steakhouse, Pasta Cucina (an Italian restaurant), Feast Buffet and Texas Star Oyster Bar. In addition, guests may also enjoy the unique features of several bars and lounges including Martini Ranch, Whiskey Bar, Garage Bar, A-Bar and Splitz Bar. Texas Station also offers a variety of fast-food outlets.

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        Sunset Station.    Sunset Station, which opened in June 1997, is strategically located at the intersection of Interstate 515 and Sunset Road. Multiple access points provide customers convenient access to the gaming complex and parking areas. Situated in a highly concentrated commercial corridor along Interstate 515, Sunset Station has prominent visibility from the freeway and the Sunset commercial corridor. Sunset Station is located approximately nine miles east of McCarran International Airport and approximately seven miles southeast of Boulder Station. Sunset Station features a Spanish/Mediterranean-style theme with non-gaming amenities including six full-service restaurants themed to capitalize on the familiarity of the restaurants at our other properties, 13,000 square feet of meeting space, a 500-seat entertainment lounge, a 5,000-seat outdoor amphitheater, six additional bars, a gift shop, a non-gaming video arcade, a 13-screen movie theater complex, a 72-lane bowling center, a Kid's Quest child care facility and a swimming pool. Sunset Station's six full-service restaurants have a total of approximately 1,300 seats featuring "live-action" cooking and simulated patio dining. These restaurants, which offer a variety of high-quality food at reasonable prices, include the Grand Café, Sonoma Cellar Steakhouse, Pasta Cucina (an Italian restaurant), Cabo Mexican Restaurant, Feast Buffet, and an oyster bar. Guests may also enjoy the Gaudi Bar, a centerpiece of the casino featuring over 8,000 square feet of stained glass. Sunset Station also offers a variety of fast-food outlets.

        Santa Fe Station.    In October 2000, the Company purchased Santa Fe Station, which is strategically located at the intersection of Highway 95 and Rancho Drive, approximately five miles northwest of Texas Station. Santa Fe Station features non-gaming amenities including four full-service restaurants, a gift shop, a non-gaming video arcade, a swimming pool, a 500-seat entertainment lounge, four additional bars, a 60-lane bowling center, a 16-screen movie theater complex, a Kid's Quest child care facility and over 14,000 square feet of meeting and banquet facilities. Santa Fe Station's four full-service restaurants have a total of approximately 1,000 seats, which include The Charcoal Room (a steakhouse), Cabo Mexican Restaurant, the Grand Café and Feast Buffet. Guests may also enjoy Revolver Saloon and Dance Hall or 4949 Lounge, a centerpiece of the casino. Santa Fe Station also offers a variety of fast-food outlets.

        Fiesta Rancho.    In January 2001, the Company purchased Fiesta Rancho, which is strategically located at the intersection of Lake Mead Boulevard and Rancho Drive in North Las Vegas across from Texas Station. Fiesta Rancho features a Southwestern theme with non-gaming amenities including three full-service restaurants, a gift shop, a non-gaming video arcade, a swimming pool, a 600-seat entertainment lounge, a regulation-size ice skating rink and two additional bars. Fiesta Rancho's three full-service restaurants have a total of over 870 seats, and include Blue Agave, Garduno's and Festival Buffet. Fiesta Rancho also offers a variety of fast-food outlets.

        Fiesta Henderson.    Fiesta Henderson was purchased by the Company in January 2001 and is strategically located at the intersection of Interstate 215 and Interstate 515 in Henderson, Nevada. The property features three full-service restaurants, a 12-screen movie theater complex, a gift shop, a swimming pool, three bars and lounges and meeting space. Fiesta Henderson's three full-service restaurants have a total of approximately 900 seats, and include Fuego Steakhouse, Amigo's Mexican Cantina and Festival Buffet. Fiesta Henderson also offers a variety of fast-food outlets.

        Wild Wild West.    Wild Wild West, which the Company acquired in 1998, is strategically located on Tropicana Avenue and immediately adjacent to Interstate 15. Wild Wild West's non-gaming amenities includes a full-service restaurant, a bar, a gift shop and a truck plaza. In December 2009, the Wild Wild West hotel was rebranded as Days Inn—Las Vegas under a franchise agreement with Days Inn Worldwide.

        Wildfire Rancho.    In January 2003, the Company purchased Wildfire Casino—Rancho ("Wildfire Rancho") located on Rancho Drive across from Texas Station. Wildfire Rancho's non-gaming amenities include a lounge, outdoor patio and a full-service restaurant.

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        Wildfire Boulder & Wildfire Sunset.    In August 2004, the Company purchased Wildfire Casino—Boulder ("Wildfire Boulder") (formerly known as Magic Star) and Wildfire Casino—Sunset ("Wildfire Sunset") (formerly known as Gold Rush Casino). Both properties offer non-gaming amenities which include a full-service restaurant and a bar.

        Lake Mead Casino.    In September 2006, the Company purchased Lake Mead Casino located in Henderson, Nevada. As of January 2013, Lake Mead Casino is closed and undergoing extensive renovations and is expected to re-open in 2014.

        Barley's, The Greens and Wildfire Lanes.    We own a 50% interest in each of Barley's Casino & Brewing Company ("Barley's"), a casino and brew pub located in Henderson, Nevada that opened in January 1996, the Greens Gaming and Dining ("The Greens"), a restaurant and lounge located in Henderson, Nevada, and Wildfire Lanes and Casino ("Wildfire Lanes"), located in Henderson, Nevada. Wildfire Lanes' non-gaming amenities include a full-service restaurant, a bar and an 18-lane bowling center. We are the managing partner for Barley's, The Greens and Wildfire Lanes and receive a management fee equal to approximately 10% of EBITDA of such entities.

Our Managed Properties

        Gun Lake Casino.    We manage the Gun Lake Casino ("Gun Lake") in Allegan County, Michigan, which opened in February 2011, on behalf of the Match-E-Be-Nash-She-Wish Band of Pottawatomi Indians of Michigan, a federally recognized Native American tribe commonly referred to as the Gun Lake Tribe. Gun Lake is located on approximately 147 acres on U.S. Highway 131 and 129th Avenue, approximately 25 miles south of Grand Rapids, Michigan and 27 miles north of Kalamazoo, Michigan, and includes approximately 1,500 slot machines, 28 table games and various dining options. We have a 50% ownership interest in the manager of Gun Lake, MPM Enterprises LLC, a Michigan limited liability company "MPM"), which receives a management fee equal to approximately 30% of the net income of Gun Lake pursuant to a seven year management contract that commenced in February 2011. Pursuant to the terms of the MPM operating agreement, our portion of the management fee is 50% of the first $24 million of management fees earned, 83% of the next $24 million of management fees earned, and 93% of any management fees in excess of $48 million.

        Graton Resort & Casino.    On April 22, 2003, STN entered into development and management agreements with the Federated Indians of Graton Rancheria ("FIGR"), a federally recognized Native American tribe. Pursuant to those agreements, we are assisting the FIGR in developing a gaming and entertainment project located in Sonoma County, California, and will assist the FIGR in operating the project upon completion. As currently contemplated, the project will have a total of approximately 320,000 square feet of space, of which approximately 150,000 square feet will be casino, and the remainder of which will be non-casino space, which will include multiple bars, a food court and various dining options. Construction of the casino commenced in June 2012, and we expect that the project will commence operations in the fourth quarter of 2013. As of March 31, 2013, construction is on schedule and within the allotted construction budget. There can be no assurance, however, that the project will be constructed and opened within this time frame. The management agreement has a term of seven years from the date of opening of the project and we will receive a management fee equal to 24% of the facility's net income in years 1 through 4 and 27% of the facility's net income in years 5 through 7. We will also receive a development fee equal to 2% of the cost of the project upon the opening of the project. The National Indian Gaming Commission (the "NIGC") has approved the management agreement for Class II and Class III gaming at the planned facility. At March 31, 2013, the remaining amounts due from the FIGR total $59.0 million, which we will recognize in income as collected.

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Fertitta Interactive Investment

        In November 2012, we acquired a majority ownership interest in Fertitta Interactive. Fertitta Interactive operates Ultimate Gaming and was formed in 2011 with the purchase of Cyber-Arts, a California based company which has developed a real money and social gaming platform under the Ultimate Gaming brand. The Cyber-Arts technology provides a proprietary, highly scalable and robust platform that has a proven track record in the global online marketplace. Fertitta Interactive, through its subsidiary Ultimate Gaming, launched its real money online poker platform in Nevada on April 30, 2013.

Our Business Strategy

        Our primary operating strategy emphasizes attracting and retaining customers who are primarily Las Vegas residents and, to a lesser extent, out-of-town visitors. Our properties attract customers through:

•

convenient locations;

•

offering our customers the latest in slot and video poker technology;

•

focused marketing efforts targeting our extensive customer database;

•

innovative, frequent and high-profile promotional programs; and

•

development of strong relationships with specifically targeted travel wholesalers in addition to convention business.

        The Las Vegas market is very competitive, and we compete with both large hotel casinos in Las Vegas and smaller gaming-only establishments through the Las Vegas valley.

        Provide a High-Value Gaming and Entertainment Experience.    Because we target repeat customers, we are committed to providing a high-value entertainment experience for our customers in restaurants, hotels, casinos and other entertainment amenities. We have developed regional entertainment destinations for Las Vegas residents that include other amenities such as spas, movie theaters, bowling centers, ice skating, live entertainment venues and child care facilities. We believe the value offered by the restaurants at each of our casino properties is a major factor in attracting gaming customers, as dining is a primary motivation for casino visits by many guests. Through their restaurants, each of which has a distinct style of cuisine, our casino properties offer generous portions of high-quality food at reasonable prices. Our operating strategy focuses on slot and video poker machine play. Our target market consists of frequent gaming patrons who seek a friendly atmosphere and convenience. Because repeat visitors demand variety and quality in their slot and video poker machine play, we offer the latest in slot and video poker technology at our casino properties. As part of our commitment to providing a quality entertainment experience for our patrons, we are dedicated to ensuring a high level of customer satisfaction and loyalty by providing attentive customer service in a friendly, casual atmosphere.

        Innovative Marketing and Promotion Strategy.    We employ an innovative marketing strategy that utilizes frequent high-profile promotional programs in order to attract customers and establish a high level of name recognition. In addition to advertising through television, radio and newspaper, we have created and sponsored promotions that have become a tradition in the Las Vegas valley, such as our Jumbo Brand products and our annual Great Giveaway promotion.

        Our Boarding Pass player rewards program allows guests to earn points based on their level of gaming activity. Participants in the program can redeem points at any of our Las Vegas-area properties for cash, complimentary slot play, food, beverages, meals in any of the restaurants, hotel rooms, movie passes, entertainment tickets and merchandise.

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        We are heavily focused on using cutting-edge technology to drive customer traffic with products created by us, such as our Jumbo Brand products, which include "Jumbo Pennies," "Jumbo Bingo," "Jumbo Keno" and "Jumbo Hold'Em." Other products include "Xtra Play Cash" and "Sports Connection," among others. We believe that these products create sustainable competitive advantages and will continue to distinguish us from our competition.

        Employee Relations.    Station began as a family-run business in 1976 and has maintained close-knit relationships amongst its management, and endeavors to instill this same sense of loyalty among our employees. Toward this end, we take a hands-on approach through active and direct involvement with employees at all levels. We believe we have very good employee relations. See "Risk Factors—Risks Related to our Business—Union organization activities could disrupt our business by discouraging patrons from visiting our properties, causing labor disputes or work stoppages, and, if successful, could significantly increase our labor costs."

Refinancing Transactions

        In March 2013, we undertook a series of transactions to refinance our outstanding indebtedness. We used the net proceeds from the Notes offering together with borrowings under our new $1,625.0 million term loan and $350.0 million revolving credit facility (the "New Credit Facility") and cash on hand, to (i) purchase or otherwise redeem all of our outstanding Senior Notes due 2018 (the "Old Notes"), (ii) repay all amounts outstanding under our $931.3 million senior secured credit facility (the "Propco Credit Agreement"), (iii) repay all amounts outstanding under the $575.0 million credit facility under which our subsidiaries NP Opco LLC ("Opco") and Station GVR Acquisition, LLC ("GVR") were borrowers (the "Opco/GVR Credit Agreement"), and (iv) pay fees and costs associated with such refinancings.

        The offer and sale of the Notes, entry into the New Credit Facility and the use of proceeds therefrom to purchase the Old Notes and refinance the Propco Credit Agreement and Opco/GVR Credit Agreement, are collectively referred to herein as the "Refinancing Transactions."

Summary Corporate Structure

        The following chart illustrates the economic ownership of Station Casinos LLC and the outstanding principal amount of debt obligations as of March 31, 2013:

(1)

CV PropCo LLC and Fertitta Interactive are unrestricted subsidiaries under the indenture governing the Notes and are not guarantors of the Notes or the New Credit Facility.

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Additional Information

        We are a Nevada limited liability company. Our principal executive offices are located at 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135 and our telephone number at that address is (702) 495-3000. Our corporate website address is www.stationcasinos.com. Information contained on our website or that can be accessed through our website is not incorporated by reference in this prospectus and does not constitute a part of this prospectus and you should not rely on that information.

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SUMMARY DESCRIPTION OF THE NOTES

The summary below describes the principal terms of the Notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. See the "Description of the Notes" section of this prospectus for a more detailed description of the terms and conditions of the Notes.

Issuer	Station Casinos LLC.
Maturity	March 1, 2021.
Interest Rate	The Notes will accrue interest at the rate of 7.50% per annum.
Interest Payment Dates	Each March 1 and September 1, commencing September 1, 2013.
Optional Redemption	We may, at our option, redeem some or all of the Notes at any time on or after March 1, 2016, at the redemption prices listed under "Description of the Notes—Optional Redemption." Prior to March 1, 2016, we may also redeem some or all of the Notes at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest to the redemption date, plus a make-whole premium. At any time prior to March 1, 2016, we may also redeem up to 35% of the aggregate principal amount of the notes with the net cash proceeds from certain equity offerings. See "Description of the Notes—Optional Redemption."
Ranking	The Notes and the guarantees are our and the Guarantors' general senior unsecured obligations and rank:
	• equally in right of payment with all of our existing and future senior indebtedness, but are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the collateral that secures such indebtedness, including the New Credit Facility;
	• senior in right of payment to all of our existing and future indebtedness that is subordinated in right of payment to the Notes; and
	• structurally subordinated to any existing and future indebtedness and other liabilities of our subsidiaries that are not guarantors of the Notes.
	As of March 31, 2013, we and our restricted subsidiaries had approximately $2.2 billion of total indebtedness outstanding, of which approximately $1.6 billion is secured, and $313.3 million of availability under the revolving portion of our New Credit Facility. Our unrestricted subsidiaries had $110.2 million of outstanding indebtedness that is structurally senior to our obligations under the Notes.
Guarantees	The Notes are guaranteed, jointly and severally, on a senior unsecured basis by each of our current and future restricted subsidiaries that guarantees our obligations under the New Credit Facility. The guarantees may be released under certain circumstances.
Change of Control Offer	If we experience a change in control, we must give holders of the Notes the opportunity to sell us their Notes at 101% of their principal amount, plus accrued and unpaid interest (unless the Notes are or have been otherwise redeemed).

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Asset Sale Proceeds	If we or our restricted subsidiaries engage in asset sales, we generally must either invest the net cash proceeds from such sales in our business within a period of time, prepay secured debt or make an offer to purchase an amount of the Notes equal to the excess net cash proceeds. The purchase price of the Notes will be 100% of their principal amount plus accrued and unpaid interest.
Certain Covenants	The indenture governing the Notes contains covenants that, among other things, limit the ability of the Issuer and its restricted subsidiaries to:
	• pay dividends or distributions (other than customary tax distributions) or make certain other restricted payments or investments;
	• incur or guarantee additional indebtedness or issue disqualified stock or create subordinated indebtedness that is not subordinated to the Notes or the guarantees;
	• create liens;
	• transfer and sell assets;
	• merge, consolidate, or sell, transfer or otherwise dispose of all or substantially all of our assets;
	• enter into certain transactions with affiliates;
	• engage in lines of business other than its core business and related businesses; and
	• create restrictions on dividends or other payments by our restricted subsidiaries.
	In addition, the indenture governing the Notes contains covenants relating to additional subsidiary guarantees in certain circumstances and the furnishing of customary reports to the noteholders. Unrestricted subsidiaries are not subject to the restrictive covenants in the indenture governing the Notes.
	These covenants are subject to a number of important limitations and exceptions. See "Description of the Notes—Certain Covenants."
Risk Factors	See "Risk Factors" and the other information in this prospectus for a discussion of the factors you should carefully consider before investing in the Notes.

11

Summary Historical Consolidated Financial Information

        The summary historical consolidated financial data presented below as of March 31, 2013 and December 31, 2012, for the three months ended March 31, 2013, for the year ended December 31, 2012 and for the period from June 17, 2011 to December 31, 2011 have been derived from the Company's audited consolidated financial statements, which are incorporated by reference in this prospectus. The summary historical consolidated financial data presented below as of and for the fiscal years ended December 31, 2010 and 2009 and for the period from January 1, 2011 through June 16, 2011 have been derived from STN's consolidated financial statements and Green Valley Ranch Gaming, LLC's ("GVR Predecessor") financial statements, as applicable, which are incorporated by reference in this prospectus. You should read the financial information presented below in conjunction with our consolidated financial statements and accompanying notes, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operation," incorporated by reference in this prospectus.

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        References in this prospectus to "Successor" refer to the Company on or after June 17, 2011 and references to "Predecessors" refer to STN and GVR Predecessor prior to June 17, 2011 (in thousands):

	Successor									Predecessors
	Station									Station			Green Valley Ranch			Station						Green Valley Ranch
	Casinos LLC									Casinos, Inc.			Gaming, LLC			Casinos, Inc.						Gaming, LLC
	Three Months Ended March 31,			Year Ended December 31,			Period From June 17, 2011 Through December 31,			Period From January 1, 2011 Through June 16,						Year Ended December 31,						Year Ended December 31,
	2013			2012			2011			2011						2010			2009			2010			2009
	(unaudited)
Net revenues	$	311,791		$	1,229,476		$	629,399		$	464,697		$	84,052		$	944,955		$	1,062,149		$	169,772		$	182,751
Operating costs and expenses, excluding the following items		261,445			1,056,430			550,029			410,393			72,001			856,473			965,006			153,009			162,972
Development and preopening(a)		140			311			718			1,752			—			16,272			12,014			—			—
Asset impairments(b)		—			12,973			2,100			—			—			262,020			1,276,861			—			—
Write-downs and other charges, net(c)		2,513			10,417			4,041			3,953			104			19,245			20,807			9,209			293
Operating income (loss)		47,693			149,345			72,511			48,599			11,947			(209,055	)		(1,212,539	)		7,554			19,486
Gain on dissolution of joint venture(d)		—			—			—			250			—			124,193			—			—			—
Earnings (losses) from joint ventures(e)		519			1,773			(1,533	)		(945	)		—			(248,495	)		(127,643	)		—			—
Operating income (loss) and earnings (losses) from joint ventures		48,212			151,118			70,978			47,904			11,947			(333,357	)		(1,340,182	)		7,554			19,486
(Loss) gain on early retirement of debt(f)		(146,787	)		(51,796	)		1,183			—			—			—			40,348			—			—
Gain on Native American development(g)		—			102,816			—			—			—			—			—			—			—
Change in fair value of derivative instruments		(272	)		(921	)		—			397			—			(42	)		23,729			(50,550	)		14,888
Interest expense, net		(43,299	)		(189,505	)		(92,299	)		(43,294	)		(20,582	)		(104,582	)		(276,591	)		(48,644	)		(51,916	)
Interest and other expense from joint ventures		—			—			—			(15,452	)		—			(66,709	)		(40,802	)		—			—
Income (loss) before reorganization items and income taxes		(142,146	)		11,712			(20,138	)		(10,445	)		(8,635	)		(504,690	)		(1,593,498	)		(91,640	)		(17,542	)
Reorganization items, net(h)		—			—			—			3,259,995			634,999			(82,748	)		(375,888	)		—			—
Income (loss) before income taxes		(142,146	)		11,712			(20,138	)		3,249,550			626,364			(587,438	)		(1,969,386	)		(91,640	)		(17,542	)
Income tax benefit		—			—			—			107,924			—			21,996			289,872			—			—
Net income (loss)		(142,146	)		11,712			(20,138	)		3,357,474			626,364			(565,442	)		(1,679,514	)		(91,640	)		(17,542	)
Less: Net income (loss) applicable to noncontrolling interest		(1,354	)		(1,606	)		4,955			24,321			—			(1,673	)		—			—			—
Net income (loss) attributable to Station Casinos LLC members/Station Casinos, Inc. stockholders/Green Valley Ranch Gaming, LLC members	$	(140,792	)	$	13,318		$	(25,093	)	$	3,333,153		$	626,364		$	(563,769	)	$	(1,679,514	)	$	(91,640	)	$	(17,542	)

	March 31, 2013		December 31, 2012		December 31, 2011		December 31, 2010			December 31, 2009			December 31, 2010			December 31, 2009
	(unaudited)
Balance Sheet Data:
Total assets	$	3,074,636	$	3,098,943	$	3,178,349	$	3,954,143		$	4,276,832		$	485,620		$	477,166
Long-term debt (including current portion)(i)		2,202,291		2,073,601		2,195,227		5,921,755			5,922,058			766,742			766,898
Members' equity (deficit)/Stockholders' deficit including noncontrolling interests		692,643		838,861		842,476		(2,886,248	)		(2,335,388	)		(419,300	)		(333,768	)

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	Successor								Predecessors
	Station Casinos LLC								Station Casinos, Inc.											Green Valley Ranch Gaming, LLC
	Three Months Ended March 31, 2013			Year Ended December 31, 2012		Period From June 17, 2011 Through December 31, 2011			Period From January 1, 2011 Through June 16, 2011		Year Ended December 31, 2010			Year Ended December 31, 2009			Year Ended December 31, 2008			Period From January 1, 2011 Through June 16, 2011		Year Ended December 31, 2010			Year Ended December 31, 2009			Year Ended December 31, 2008
Ratio of earnings to fixed charges(j)		(j	)		1.0		(j	)		66.6		(j	)		(j	)		(j	)		31.0		(j	)		(j	)		(j	)

(a)

Development and preopening expenses include costs to identify potential gaming opportunities and other development opportunities, as well as expenses incurred prior to the opening of projects under development, primarily payroll, travel and legal expenses. Development and preopening expense for the year ended December 31, 2010 includes a $7.2 million accrual for non-reimbursable milestone payments that are expected to be paid in 2016 and 2017. A $4.0 million milestone payment is included in development and preopening expense for the year ended December 31, 2009.

(b)

During the year ended December 31, 2012 and the period from June 17, 2011 through December 31, 2011, asset impairment charges primarily relate to land held for development and associated improvements. During the year ended December 31, 2010, STN recorded approximately $262.0 million in non-cash impairment charges to write down certain portions of its goodwill, intangible assets, property and equipment, investments in joint ventures and land held for development to their fair values. During the year ended December 31, 2009, STN recorded approximately $1.28 billion in non-cash impairment charges to write-down certain portions of its goodwill, intangible assets, investments in joint ventures, land held for development and Native American project costs to their fair values.

(c)

Write-downs and other charges, net includes charges related to non-routine transactions such as losses on asset disposals, severance expense, legal settlements, write-offs of cancelled projects, and other non-routine transactions.

(d)

During the year ended December 31, 2010, the Rancho Road joint venture was dissolved and STN recognized a $124.2 million gain on dissolution as a result of writing off the deficit carrying value of this investment.

(e)

During the year ended December 31, 2010, STN's losses from joint ventures resulted primarily from recording its 50% share of asset impairment losses at Aliante Station. During the year ended December 31, 2009, STN's losses from joint ventures resulted primarily from recording its 50% share of impairment losses on land held by the Rancho Road joint venture and its share of asset impairment charges and operating losses from Aliante Station, which opened in November 2008.

(f)

During the three months ended March 31, 2013, the Company recognized a loss on debt extinguishment of $146.8 million related to the refinancing of the Old Notes, the Propco Credit Agreement and the Opco/GVR Credit Agreement, primarily representing the write-off of unamortized debt discount and debt issuance costs related to the previous debt. During 2012, the Company recognized a $51.8 million loss on debt extinguishment related to the refinancing of the Opco credit facility and GVR credit facility, entered into in June 2011, primarily representing the write-off of unamortized debt discount and debt issuance costs related to the previous credit facilities. During 2009, STN recorded a gain on early retirement of debt of $40.3 million as a result of its repurchase of $40.0 million of its outstanding 6⁷/8% Senior Subordinated Notes and $8.0 million of its outstanding 6¹/2% Senior Subordinated Notes.

(g)

During 2012, the Company received a payment of $194.2 million from the FIGR in partial repayment of costs the Company had advanced to the FIGR for their gaming and entertainment project, and recognized a gain of $102.8 million representing the difference between the carrying value of the project costs and the payment received.

(h)

Reorganization items represent amounts incurred as a direct result of the Chapter 11 Case. Following is a summary of reorganization items, net:

	Predecessors
							Station Casinos, Inc.
	Station Casinos, Inc.			Green Valley Ranch Gaming, LLC
							Year Ended December 31,
	Period From January 1, 2011 Through June 16, 2011
							2010			2009
Discharge of liabilities subject to compromise	$	4,066,026		$	590,976		$	—		$	—
Fresh-start reporting adjustments		(789,464	)		66,651			—			—
Professional fees and expenses and other		(16,567	)		(25,620	)		(80,141	)		(70,087	)
Write-off of debt discount and debt issuance costs		—			2,992			—			(225,011	)
Adjustment of swap carrying values to expected amounts of allowed claims		—			—			(2,607	)		(80,790	)
Reorganization items, net	$	3,259,995		$	634,999		$	(82,748	)	$	(375,888	)

(i)

Includes STN long term debt of $5.7 billion classified as liabilities subject to compromise at December 31, 2010 and 2009, respectively.

(j)

The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. For this purpose, earnings consist of net income (loss) before income taxes excluding earnings and losses from equity investees, fixed charges less capitalized interest, and income distributions from equity investees. Fixed charges consist of interest expense and capitalized interest, amortization of debt discount and deferred financing costs, and the portion of rental expense that is attributable to interest. Earnings were inadequate to cover fixed charges by $142 million and $20 million for the three months ended March 31, 2013 and the period from June 17, 2011 through December 31, 2011, respectively, for Station Casinos LLC. Earnings were inadequate to cover fixed charges by $280 million, $1.8 billion, and $3.6 billion for the years ended December 31, 2010, 2009 and 2008, respectively, for Station Casinos, Inc. Earnings were inadequate to cover fixed charges by $91.6 million, $17.5 million and $23.2 million for the years ended December 31, 2010, 2009 and 2008, respectively for Green Valley Ranch Gaming, LLC.

14

RISK FACTORS

An investment in the Notes involves a significant degree of risk, including the risks described herein. You should carefully consider the risk factors set forth below as well as the other information contained under "Disclosure Regarding Forward-Looking Statements" and elsewhere in this prospectus before purchasing the Notes. Any of the following risks, as well as other risks and uncertainties, could materially and adversely affect our business, financial condition or results of operations and thus cause the value of the Notes to decline. The risks and uncertainties described below are not the only risks facing our company. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations. In such a case, you may lose all or part of your investment in the Notes.

Risks Related to our Business

         We depend on the Las Vegas locals and repeat visitor markets as our key markets, which subjects us to greater risks than a gaming company with more diverse operations.

        Our operating strategies emphasize attracting and retaining customers from the Las Vegas local and repeat visitor market. All of our owned casino properties are dependent upon attracting Las Vegas residents. As a result of our concentration in the Las Vegas market, we have a greater degree of exposure to a number of risks than we would have if we had operations outside of the Las Vegas valley. These risks include the following:

•

local economic and competitive conditions;

•

changes in local and state governmental laws and regulations, including gaming laws and regulations;

•

natural and other disasters; and

•

a decline in the local population.

        In addition, our strategy of growth through master-planning of our casinos for future expansion, was developed, in part, based on projected population growth in Las Vegas. As a result of the severe economic downturn, the Las Vegas valley has not experienced population growth at expected rates or at the same rates as it experienced prior to the economic downturn. There can be no assurance that population growth in Las Vegas will return to levels that justify future development, additional casinos or expansion of our existing casino properties, which limits our ability to expand our business.

         Our business is sensitive to reductions in discretionary consumer spending as a result of downturns in the economy.

        Consumer demand for the offerings of casino hotel properties such as ours is sensitive to downturns in the economy and the corresponding impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general economic conditions and customer confidence in the economy, unemployment, the uncertainty and distress in the housing and credit markets, the impact of high energy and food costs, the potential for bank failures, perceived or actual changes in disposable consumer income and wealth, effects or fears of war and future acts of terrorism could further reduce customer demand for the amenities that we offer and materially and adversely affect our business and results of operations. The economic downturn has adversely affected us, and may continue to adversely affect consumer spending at our gaming properties and our financial condition, results of operations and liquidity.

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         The economic downturn adversely impacted our business. Adverse economic conditions and declines in consumer confidence may negatively impact our revenues and other operating results in the future.

        Our casinos draw a substantial number of customers from the Las Vegas valley, as well as certain geographic areas, including Southern California, Arizona and Utah. The economies of these areas have been, and may continue to be, negatively impacted due to a number of factors, including unemployment, weak real estate values and decreased consumer confidence levels. The economic downturn and adverse conditions in these areas and in the United States generally has resulted in a significant decline in spending in Las Vegas, which has negatively affected our results of operations. Although our market has shown some signs of stabilization in recent periods, we cannot be sure that the market will continue to improve and continued adverse economic conditions may negatively affect our results of operations in the future.

        Based on information from the Las Vegas Convention and Visitors Authority, gaming revenues in Clark County for the three months ended March 31, 2013 increased by 3.1% from the level in the prior year. However, Las Vegas gaming revenues and operators were severely impacted by the economic downturn and there can be no assurance that gaming revenues will not decrease in future periods. In addition, the overall economic outlook and residential real estate market in the United States, and in particular Las Vegas, remain uncertain, and Las Vegas and our other target markets continue to experience high rates of unemployment. All of these factors have materially and adversely affected our results of operations in the past and may do so in the future. Further declines in real estate values in Las Vegas and the United States and concerns about the credit and liquidity markets could have an adverse affect on our results of operations. Furthermore, other uncertainties, including national and global economic conditions, other global events, or terrorist attacks or disasters in or around Southern Nevada could have a significant adverse effect on our business, financial condition and results of operations.

         We face substantial competition in the gaming industry and we expect that such competition will intensify.

        Our casino properties face competition from all other casinos and hotels in the Las Vegas area including, to some degree, from each other. In addition, our casino properties face competition from all smaller non-restricted gaming locations and restricted gaming locations (locations with 15 or fewer slot machines) in the greater Las Vegas area, including those that primarily target the local and repeat visitor markets. Major additions, expansions or enhancements of existing properties or the construction of new properties by competitors, could also have a material adverse effect on the business of our casino properties. If our competitors operate more successfully than we do or if they attract customers away from us as a result of aggressive pricing and promotion or enhanced or expanded properties, we may lose market share and our business could be adversely affected.

        To a lesser extent, our casino properties compete with gaming operations in other parts of the state of Nevada and other gaming markets in the United States and in other parts of the world, with state sponsored lotteries, on-and-off-track pari-mutuel wagering (a system of betting under which wagers are placed in a pool, management receives a fee from the pool, and the remainder of the pool is split among the winning wagers), card rooms, other forms of legalized gaming and online gaming. The gaming industry also includes dockside casinos, riverboat casinos, racetracks with slot machines and casinos located on Native American land. There is intense competition among companies in the gaming industry, some of which have significantly greater resources than we do. Our properties have encountered additional competition as large scale Native American gaming on Indian lands, particularly in California, has increased and we expect such competition will intensify as more Native American gaming facilities are developed. Several states are currently considering the approving of legalized casino gaming in designated areas, expansion of existing gaming operations or additional gaming sites. In addition, internet poker has been approved by the Nevada legislature and legislation approving internet gaming has been proposed by the federal government and other states. Internet gaming and

16

expansion of legalized casino gaming in new or existing jurisdictions and on Native American land will result in strong competition that could adversely affect our operations, particularly to the extent that such gaming is conducted in areas close to our operations.

         We are dependent upon Fertitta Entertainment, an entity controlled by Frank J. Fertitta III and Lorenzo J. Fertitta, to operate our casino properties pursuant to long term management contracts. The success of our operations depends on the ability of Fertitta Entertainment to effectively manage our assets and operations.

        Upon consummation of our restructuring, we entered into management agreements with subsidiaries of Fertitta Entertainment. The management agreements have scheduled terms of 25 years and have limited rights of termination. Pursuant to the management agreements, subsidiaries of Fertitta Entertainment have significant discretion in the management and operation of our casino properties. Fertitta Entertainment receives a base management fee equal to two percent of the gross revenues attributable to our properties and an incentive management fee equal to five percent of positive EBITDA of our properties.

        Subject to the terms of a non-competition agreement, Fertitta Entertainment or any of its affiliates is permitted to manage certain casinos and properties other than our properties. Accordingly, management of such other casinos and properties by Fertitta Entertainment may create conflicts of interest between the Company and members of management affiliated with Fertitta Entertainment. In addition, such other management opportunities could limit the ability of such members of our management to devote time to our affairs and could have a negative impact on our business. There can be no assurance that those potential time conflicts and conflicts of interest will be resolved in the Company's favor.

        In addition, Fertitta Entertainment or its affiliates were granted a perpetual license to use certain of our information technology systems (but not our customer database). Although this license is subject to certain limitations, it enables the licensee thereunder to make use of such information technology systems in connection with assets, entities and projects other than our casino business enterprise that are managed, owned or operated by Fertitta Entertainment or its affiliates. As a consequence of the foregoing, Fertitta Entertainment has the technological resources necessary to rapidly develop additional business opportunities other than the management of our casino business, which may give Fertitta Entertainment an incentive to focus meaningful attention on such business activities in addition to the management of our casino business.

        The success of our casino properties and, in turn, our business, is substantially dependent upon Fertitta Entertainment and its affiliates. Subject to limited restrictions, Fertitta Entertainment and its affiliates are permitted to manage the operations of other gaming companies and the officers and employees of Fertitta Entertainment and its affiliates are not required to devote their full time and attention to managing our casino properties. There can be no assurance that Fertitta Entertainment will be successful at managing and operating our casino properties or that the terms of the Fertitta Entertainment management agreements are in our best interests.

         We rely on key personnel of Fertitta Entertainment, the loss of the services of whom could materially and adversely affect our results of operations.

        Our ability to operate successfully and competitively is dependent, in part, upon the continued services of certain officers and key employees, including but not limited to Frank J. Fertitta III. All but one of our executive officers are employees of Fertitta Entertainment. In the event that Fertitta Entertainment and its affiliates cease to manage our casino properties or these officers and/or employees leave Fertitta Entertainment, we might not be able to find suitable replacements. Through

17

termination of the management agreements, or by other means, we believe that the loss of the services of these officers and/or employees could have a material adverse effect on our results of operations.

         Union organization activities could disrupt our business by discouraging patrons from visiting our properties, causing labor disputes or work stoppages, and, if successful, could significantly increase our labor costs.

        None of our casino properties is currently subject to any collective bargaining agreement or similar arrangement with any union, and we believe we have excellent employee relations. However, union activists have actively sought to organize employees at certain of our casino properties in the past, and we believe that such efforts are ongoing at this time. Accordingly, there can be no assurance that our casino properties will not ultimately be unionized. Union organization efforts that may occur in the future could cause disruptions to our casino properties and discourage patrons from visiting our properties and may cause us to incur significant costs, any of which could have a material adverse effect on our results of operations and financial condition. In addition, union activities may result in labor disputes, including work stoppages, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, should employees at one or more of our properties organize, collective bargaining would introduce an element of uncertainty into planning our future labor costs, which could have a material adverse effect on the business of our casino properties and our financial condition and results of operations.

         Work stoppages, labor problems and unexpected shutdowns may limit our operational flexibility and negatively impact our future profits.

        Any work stoppage at one or more of our casino properties, including any construction projects which may be undertaken, could require us to expend significant funds to hire replacement workers, and qualified replacement labor may not be available at reasonable costs, if at all. Strikes and work stoppages could also result in adverse media attention or otherwise discourage customers from visiting our casino properties. Strikes and work stoppages involving laborers at any construction project which may be undertaken could result in construction delays and increases in construction costs. As a result, a strike or other work stoppage at one of our casino properties or any construction project could have an adverse effect on the business of our casino properties and our financial condition and results of operations. There can be no assurance that we will not experience a strike or work stoppage at one or more of our casino properties or any construction project in the future.

        In addition, any unexpected shutdown of one of our casino properties or any construction project could have an adverse effect on the business of our casino properties and our results of operations. There can be no assurance that we will be adequately prepared for unexpected events, including political or regulatory actions, which may lead to a temporary or permanent shutdown of any of our casino properties.

         Potential conflicts of interest may exist or may arise among our principal equity holders.

        Our board of managers is controlled by persons designated by FI Station Investor LLC ("FI Station Investor"), an affiliate of Fertitta Entertainment, and German American Capital Corporation (an affiliate of Deutsche Bank Securities Inc.) ("GACC"). In addition, certain major actions require the approval of a majority of the managers designated by FI Station Investor and a majority of the managers designated by GACC.

        Affiliates of Fertitta Entertainment are indirect equity holders of the Company and the managers of our operations. In addition, all of our executive officers are employed by Fertitta Entertainment. The interests of FI Station Investor, in its capacity as an affiliate of the managers of our properties, may be different from, or in addition to, its interests as an equity holder. For example, since the affiliates of

18

Fertitta Entertainment that manage our operations are compensated for their management services based on the revenue and EBITDA achieved by our properties, FI Station Investor may have an incentive to support the growth of such revenue and EBITDA even if doing so would require increased leverage and interest service obligations or increased capital expenditures for our properties. Under certain circumstances, the imposition of increased leverage and interest service obligations on our properties, or an increase in our capital expenditure levels, could adversely affect our liquidity and financial condition.

        In addition, GACC, which holds indirect non-voting equity interests in the Company and is entitled to designate members of our board of managers, is a lender under our New Credit Facility. To the extent that it continues to hold interests at multiple levels of the capital structure of the Company, it may have a conflict of interest and make decisions or take actions that reflect its interests as a secured lender, unsecured lender or indirect equity holder of the Company that could have adverse consequences to other stakeholders of the Company.

         We are subject to extensive state and local regulation and licensing and gaming authorities have significant control over our operations, which could have an adverse effect on our business.

        Our ownership and operation of gaming facilities is subject to extensive regulation by the states, counties and cities in which we operate. These laws, regulations and ordinances vary from jurisdiction to jurisdiction, but generally concern the responsibility, financial stability and character of the owners and managers of gaming operations as well as persons financially interested or involved in gaming operations. As such, our gaming regulators can require us to disassociate ourselves from suppliers or business partners found unsuitable by the regulators or, alternatively, cease operations in that jurisdiction. In addition, unsuitable activity on our part or on the part of our domestic or foreign unconsolidated affiliates in any jurisdiction could have a negative effect on our ability to continue operating in other jurisdictions. For a summary of gaming and other regulations that affect our business, see "Business—Regulation and Licensing." The regulatory environment in any particular jurisdiction may change in the future and any such change could have a material adverse effect on our results of operations. In addition, we are subject to various gaming taxes, which are subject to possible increase at any time. Increases in gaming taxation could also adversely affect our results of operations.

         Changes to the gaming tax laws could have an adverse effect on our results of operations by increasing the cost of operating our business.

        The gaming industry represents a significant source of tax revenue, particularly to the State of Nevada and its counties and municipalities. From time to time, various state and federal legislators and officials have proposed changes in taxes, or in the administration of such laws, affecting the gaming industry. The Nevada Legislature meets every two years for 120 days and when special sessions are called by the Governor. The current Nevada legislative session began on February 4, 2013. There have been no specific proposals during the legislative session to increase gaming taxes; however, there are no assurances an increase in gaming taxes or other taxes impacting gaming licensees or other businesses in general will not be proposed and passed by the Nevada Legislature in a future legislative session. An increase in the gaming tax or other such taxes could have a material adverse effect on our results of operations.

         We may incur losses that are not adequately covered by insurance, which may harm our results of operations. In addition, our insurance costs may increase and we may not be able to obtain similar insurance coverage in the future.

        Although we maintain insurance customary and appropriate for our business, each of our insurance policies is subject to certain exclusions. In addition, our property insurance coverage is in an amount that may be significantly less than the expected replacement cost of rebuilding our facilities in

19

the event of a total loss. The lack of adequate insurance for certain types or levels of risk could expose us to significant losses in the event that a catastrophe occurred for which we are underinsured. In addition to the damage caused to our properties by a casualty loss, we may suffer business disruption as a result of the casualty event or be subject to claims by third parties that may be injured or harmed. While we carry general liability insurance and business interruption insurance, there can be no assurance that insurance will be available or adequate to cover all loss and damage to which our business or our assets might be subjected. In addition, certain casualty events, such as labor strikes, nuclear events, loss of income due to terrorism, deterioration or corrosion, insect or animal damage and pollution, may not be covered under our policies. Any losses we incur that are not adequately covered by insurance may decrease our future operating income, require us to find replacements or repairs for destroyed property and reduce the funds available for payments of our obligations.

        We renew our insurance policies on an annual basis. To the extent that the cost of insurance coverage increases, we may be required to reduce our policy limits or agree to exclusions from our coverage.

         We are subject to litigation in the ordinary course of our business. An adverse determination with respect to any such disputed matter could result in substantial losses.

        We are, from time to time, during the ordinary course of operating our businesses, subject to various litigation claims and legal disputes, including contract, lease, employment and regulatory claims as well as claims made by visitors to our properties. In addition, there are litigation risks inherent in any construction or development of any of our properties. Certain litigation claims may not be covered entirely or at all by our insurance policies or our insurance carriers may seek to deny coverage. In addition, litigation claims can be expensive to defend and may divert our attention from the operations of our businesses. Further, litigation involving visitors to our properties, even if without merit, can attract adverse media attention. As a result, litigation can have a material adverse effect on our businesses and, because we cannot predict the outcome of any action, it is possible that adverse judgments or settlements could significantly reduce our earnings or result in losses.

         We may incur delays and budget overruns with respect to future construction projects. Any such delays or cost overruns may have a material adverse effect on our operating results.

        We are currently managing the development of a gaming facility for the Federated Indians of Graton Rancheria and providing funding for a proposed gaming facility for the North Fork Rancheria of Mono Indians (collectively, the "Native American Tribes"). We will evaluate expansion opportunities as they become available, and in the future we may develop projects in addition to the proposed facilities for the Native American Tribes.

        Construction projects, such as the proposed gaming facilities for the Native American Tribes, entail significant risks, including the following:

•

shortages of material or skilled labor;

•

unforeseen engineering, environmental or geological problems;

•

work stoppages;

•

weather interference;

•

floods; and

•

unanticipated cost increases,

        any of which can give rise to delays or cost overruns.

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        The anticipated costs and construction periods are based upon budgets, conceptual design documents and construction schedule estimates prepared by us in consultation with our architects and contractors. Construction, equipment, staffing requirements, problems or difficulties in obtaining any of the requisite licenses, permits, allocations or authorizations from regulatory authorities can increase the cost or delay the construction or opening of each of the proposed facilities or otherwise affect the project's planned design and features. We cannot be sure that we will not exceed the budgeted costs of these projects or that the projects will commence operations within the contemplated time frame, if at all. Budget overruns and delays with respect to expansion and development projects could have a material adverse impact on our results of operations.

         We may regularly pursue new gaming acquisition and development opportunities and may not be able to recover our investment or successfully expand to additional locations.

        We will regularly evaluate and may pursue new gaming acquisition and development opportunities in existing and emerging jurisdictions. These opportunities may take the form of joint ventures. To the extent that we decide to pursue any new gaming acquisition or development opportunities, our ability to benefit from such investments will depend upon a number of factors including:

•

our ability to identify and acquire attractive acquisition opportunities and development sites;

•

our ability to secure required federal, state and local licenses, permits and approvals, which in some jurisdictions are limited in number;

•

certain political factors, such as local support or opposition to development of new gaming facilities or legalizing casino gaming in designated areas;

•

the availability of adequate financing on acceptable terms (including waivers of restrictions in existing credit arrangements); and

•

our ability to identify and develop satisfactory relationships with joint venture partners.

        Most of these factors are beyond our control. Therefore, we cannot be sure that we will be able to recover our investment in any new gaming development opportunities or acquired facilities, or successfully expand to additional locations.

        We have invested, and we will likely continue to invest, in real property in connection with the pursuit of expansion opportunities. These investments are subject to the risks generally incident to the ownership of real property, including:

•

changes in economic conditions;

•

environmental risks;

•

governmental rules and fiscal policies; and

•

other circumstances over which we may have little or no control.

        The development of such properties will also be subject to restrictions under our senior secured credit facilities. We cannot be sure that we will be able to recover our investment in any such properties or be able to prevent incurring investment losses.

         Fertitta Interactive is a new business with a limited operating history. Our ability to recover our investment depends on the adoption of federal and state laws permitting online gaming and Fertitta Interactive's ability to compete effectively with other online gaming providers.

        Online gaming, from which Fertitta Interactive is expected to derive substantially all of its revenue, is a new and rapidly evolving industry. We made a significant investment in Fertitta Interactive when we purchased a majority interest from affiliates of Frank J. Fertitta III and Lorenzo J. Fertitta, and we

21

expect that we will continue to make significant capital contributions to Fertitta Interactive to enable it to pursue its business strategy. We cannot be sure that Fertitta Interactive will achieve profitability or that we will be able to recover our investment. The ability of Fertitta Interactive to pursue its business is dependent upon factors outside of our control, including the adoption of federal and state laws and regulations to facilitate widespread online gaming and consumer acceptance of real money online gaming.

        In October 2006, Congress enacted the Unlawful Internet Gambling Enforcement Act ("UIGEA"), which effectively prohibits interstate online gambling. However, a number of states have enacted or are considering enacting legislation authorizing intrastate online gaming. Although Nevada lawmakers have enacted such a legislative framework, the success of Fertitta Interactive is likely to depend on the expansion of online gaming beyond Nevada.

        We cannot predict whether, how and when other jurisdictions will pass legislation authorizing online gaming and UIGEA, until repealed or amended, effectively prohibits interstate online gaming. Furthermore, there can be no assurances that Fertitta Interactive will be able to acquire online gaming licenses beyond Nevada. If Fertitta Interactive is not able to acquire additional state licenses or fails to comply with new laws or regulations, our investment in Fertitta Interactive could be impaired, which could have a material adverse effect on our business and financial condition.

        In addition, Fertitta Interactive may encounter technical and operational challenges in establishing its online gaming platform and we expect that competition among online gaming providers will be intense. Other online gaming companies have technology and operating systems that are more established than Fertitta Interactive's systems as well as greater access to online gaming customers based on existing virtual gaming activities. As a result, even if legislation that permits widespread real money online gaming is enacted, we cannot be sure that Fertitta Interactive will be able to successfully operate its business or that we will recover our investment in Fertitta Interactive.

         We may experience difficulty integrating operations of any acquired companies and developed properties and managing our overall growth which could have a material adverse effect on our operating results.

        We may not be able to effectively manage our properties, the proposed projects with the Native American Tribes and any future acquired companies or developed properties, or realize any of the anticipated benefits of the acquisitions, including streamlining operations or gaining efficiencies from the elimination of duplicative functions. The integration of other companies' assets will require continued dedication of management resources and may temporarily distract attention from our day-to-day business. In addition, to the extent we pursue expansion and acquisition opportunities, we face significant challenges not only in managing and integrating the Gun Lake facility and the proposed projects with the Native American Tribes, but also managing our expansion projects and any other gaming operations we may acquire in the future. Failure to manage our growth effectively could have a material adverse effect on our operating results.

         The bankruptcy filing negatively impacted our image and may continue to negatively impact our business going forward.

        As a result of the bankruptcy, we were the subject of negative publicity for several years which had an impact on our image. This negative publicity may have had an effect on the terms under which some customers and suppliers are willing to continue to do business with us, and could continue to have a material adverse effect on our business, financial condition, future business prospects and results of operations. The impact of this negative publicity cannot be accurately predicted or quantified.

22

         Conditions in the financial system and the capital and credit markets may negatively affect our ability to raise capital to fund capital expenditures, pursue proposed development, expansion or acquisition opportunities or refinance our significant indebtedness.

        Our businesses are capital intensive. For our casino properties to remain attractive and competitive we must periodically invest significant capital to keep the properties well-maintained, modernized and refurbished. Similarly, future construction and development projects, including but not limited to proposed gaming facilities for the Native American Tribes, and acquisitions of other gaming operations could require significant additional capital. We rely on earnings and cash flow from operations to finance our business, capital expenditures, development, expansion and acquisitions and, to the extent that we cannot fund such expenditures from cash generated by operations, funds must be borrowed or otherwise obtained. We will also be required in the future to refinance our outstanding debt. Our ability to effectively operate and grow our business may be constrained if we are unable to borrow additional capital or refinance existing borrowings on reasonable terms.

        Events over the past several years, including the failures and near failures of financial services companies and the decrease in liquidity and available capital, have negatively affected the capital markets. If we do not have access to credit or capital markets at desirable times or at rates that we would consider acceptable, the lack of such funding could have a material adverse effect on our business, results of operations and financial condition and our ability to service our indebtedness.

         We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets which could negatively affect our results of operations.

        We test our goodwill and indefinite-lived intangible assets for impairment during the fourth quarter of each year or when a triggering event occurs, and we test other long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If we do not achieve our projected cash flow estimates related to such assets, we may be required to record an impairment charge, which could have a material adverse impact on our consolidated financial statements. We and STN have recognized significant impairment charges in the past as a result of a number of factors including negative industry and economic trends, reduced estimates of future cash flows, and slower than expected growth. We could be required to recognize additional impairment charges, which could have a material adverse effect on our results of operations if events that negatively impact our business should occur in the future.

         Increases in energy prices may adversely affect our results of operations.

        Our casinos use significant amounts of electricity, natural gas and other forms of energy. While no shortages of energy have been experienced, the substantial increase in the cost of electricity and gasoline in the United States has negatively affected our operating results in the past and may negatively affect our business in the future.

         Failure to maintain the integrity of our internal or customer data could have an adverse effect on our results of operations and cash flows, and/or subject us to costs, fines or lawsuits.

        Our business requires the collection and retention of large volumes of data about our customers, employees, suppliers and business partners, including customer credit card numbers and other personally identifiable information of our customers and employees, in various information systems that we maintain and in those maintained by third party service providers. The integrity and protection of that data is important to our business and is subject to privacy laws enacted by various jurisdictions. The regulatory environment and the requirements imposed on us by the payment card industry surrounding information, security and privacy are evolving and may be inconsistent. Our systems may be unable to meet changing regulatory and payment card industry requirements and employee and

23

customer expectations, or may require significant additional investments or time in order to do so. Our information systems and records, including those maintained by service providers, may be subject to security breaches, system failures, viruses, operator error or inadvertent releases of data. The steps we have taken to mitigate these risks may not be sufficient and a significant theft, loss or fraudulent use of customer, employee or company data maintained by us or by a service provider could have an adverse effect on our reputation and employee relationships and could result in remedial and other expenses, fines or litigation. A breach in the security of our information systems or those of our service providers could lead to an interruption in the operation of our systems and could have an adverse effect on our business, results of operations and cash flows.

         We may face potential successor liability for liabilities of STN not provided for in our plan of reorganization. If we are determined to be liable for obligations of STN, our business, financial condition and results of operations may be materially and adversely affected.

        We may be subject to certain liabilities of STN not provided for in our plan of reorganization. Such liabilities may arise in a number of circumstances, including those where:

•

a creditor of STN did not receive proper notice of the pendency of the bankruptcy case relating to our plan of reorganization or the deadline for filing claims therein;

•

the injury giving rise to, or source of, a creditor's claim did not manifest itself in time for the creditor to file the creditor's claim;

•

a creditor did not timely file the creditor's claim in such bankruptcy case due to excusable neglect;

•

we are liable for STN's tax liabilities under a federal and/or state theory of successor liability; or

•

the order of confirmation for our plan of reorganization was procured by fraud.

        To date, we have been successful in both state court and bankruptcy court defending against such alleged liabilities. If, however, we are determined to be subject to such liabilities, it could materially adversely affect our business, financial condition and results of operations.

         We incurred operating losses in recent fiscal periods. Unless we are able to continue to improve the results of operations of the assets that we acquired in connection with our 2011 restructuring, we may be unable to generate sufficient cash flows to meet our debt obligations and finance all operating expenses, working capital needs and capital expenditures.

        Although we generated operating income of $47.7 million for the three months ended March 31, 2013 and $149.3 million for the year ended December 31, 2012, STN incurred operating losses of $209.1 million, $1.2 billion and $3.2 billion for the years ended December 31, 2010, 2009 and 2008, respectively, and we may incur operating losses in the future. We may be unable to generate sufficient revenues and cash flows to service our debt obligations as they come due, finance capital expenditures and meet our operational needs. Any one of these failures may preclude us from, among other things:

•

maintaining or enhancing our properties;

•

taking advantage of future opportunities;

•

growing our business; or

•

responding to competitive pressures.

        Further, our failure to generate sufficient revenues and cash flows could lead to cash flow and working capital constraints, which may require us to seek additional working capital. We may not be able to obtain such working capital when it is required. Further, even if we were able to obtain

24

additional working capital, it may only be available on unfavorable terms. For example, we may be required to take on additional debt, and servicing the payments on such debt could adversely affect our results of operations and financial condition. Limited liquidity and working capital may also restrict our ability to maintain and update our casinos properties, which could put us at a competitive disadvantage to casinos offering more modern and better maintained facilities.

Risks Related to the Notes and our Substantial Indebtedness

         We have a substantial amount of indebtedness, which could have a material adverse effect on our financial condition and our ability to obtain financing in the future and to react to changes in our business.

        We have a substantial amount of debt, which requires significant principal and interest payments. As of March 31, 2013, the principal amount of our outstanding indebtedness, including original issue discount, totaled approximately $2.3 billion, and we have $313.3 million of undrawn availability under our New Credit Facility. Our ability to make interest payments on our debt will be significantly impacted by general economic, financial, competitive and other factors beyond our control.

        Our substantial indebtedness could:

•

make it more difficult for us to satisfy our obligations under the Notes and our senior secured credit facilities;

•

increase our vulnerability to adverse economic and general industry conditions, including interest rate fluctuations, because a portion of our borrowings, including those under our senior secured credit facilities, are and will continue to be at variable rates of interest;

•

require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, which would reduce the availability of our cash flow from operations to fund working capital, capital expenditures or other general corporate purposes;

•

limit our flexibility in planning for, or reacting to, changes in our business and industry;

•

place us at a disadvantage compared to competitors that may have proportionately less debt;

•

limit our ability to obtain additional debt or equity financing due to applicable financial and restrictive covenants in our debt agreements; and

•

increase our cost of borrowing.

         Despite our current indebtedness levels, we and our subsidiaries may still incur significant additional indebtedness. Incurring more indebtedness could increase the risks associated with our substantial indebtedness.

        We and our subsidiaries may be able to incur substantial additional indebtedness, including additional secured indebtedness, in the future. The terms of the documents governing our indebtedness restrict, but do not completely prohibit, us from doing so. As of March 31, 2013, we had $313.3 million of undrawn availability under our New Credit Facility (after giving effect to the issuance of approximately $36.7 million of letters of credit and similar obligations). In addition, the indenture governing the Notes allows us to issue additional Notes under certain circumstances which will also be guaranteed by the Guarantors. The indenture also allows us to incur certain other additional secured and unsecured debt. In addition, the indenture does not prevent us from incurring other liabilities that do not constitute indebtedness. If new debt or other liabilities are added to our current debt levels, the related risks that we and our subsidiaries now face could intensify.

25

         We may not be able to generate sufficient cash to service all of our indebtedness, including the Notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

        Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We will also be required to obtain the consent of the lenders under the senior secured credit facilities to refinance material portions of our indebtedness, including the Notes. We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the Notes.

        If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness, including the Notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. If our operating results and available cash are insufficient to meet our debt service obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due. Additionally, the credit agreement governing the New Credit Facility and the indenture governing the Notes limits the use of the proceeds from any disposition; as a result, we may not be allowed, under these documents, to use proceeds from such dispositions to satisfy all current debt service obligations.

         We may not be able to repurchase the Notes upon a change of control or pursuant to an asset sale offer.

        Upon a change of control, as defined under the indenture governing the Notes, the holders of Notes will have the right to require us to offer to purchase all of the Notes then outstanding at a price equal to 101% of their principal amount plus accrued and unpaid interest. In order to obtain sufficient funds to pay the purchase price of the outstanding Notes, we expect that we would have to refinance the Notes. We cannot assure you that we would be able to refinance the Notes on reasonable terms, if at all. Our failure to offer to purchase all outstanding Notes or to purchase all validly tendered Notes would be an event of default under the indenture. Such an event of default may cause the acceleration of our other debt. Our other debt also may contain restrictions on repayment requirements with respect to specified events or transactions that constitute a change of control under the indenture.

        In addition, in certain circumstances specified in the indenture governing the Notes, we are required to commence an asset sale offer, as defined in the indenture, pursuant to which we will be obligated to purchase the applicable Notes at a price equal to 100% of their principal amount plus accrued and unpaid interest. Our other debt may contain restrictions that would limit or prohibit us from completing any such asset sale offer. Our failure to purchase any such Notes when required under the indenture is an event of default under the indenture.

         Holders of the Notes may not be able to determine when a change of control giving rise to their right to have the Notes repurchased has occurred following a sale of "substantially all" of our assets.

        The definition of change of control in the indenture governing the Notes includes a phrase relating to the sale of "all or substantially all" of our assets. There is no precise established definition of the phrase "substantially all" under applicable law. Accordingly, the ability of a holder of Notes to require us to repurchase its Notes as a result of a sale of less than all our assets to another person may be uncertain.

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         If we default under our New Credit Facility, we may not be able to service our debt obligations.

        In the event of a default under the credit agreement governing our New Credit Facility, the lenders could elect to declare all amounts borrowed, together with accrued and unpaid interest and other fees, to be due and payable, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If such acceleration occurs, thereby permitting an acceleration of amounts outstanding under the Notes, we may not be able to repay the amounts due under such credit facilities or the Notes. This could have serious consequences to the holders of the Notes and to our financial condition and results of operations, and could cause us to become bankrupt or insolvent. If default occurred under the credit facilities of one of our unrestricted subsidiaries, the subsidiary or subsidiaries party to such credit facility might have to take actions that could result in the diminution or elimination of our equity interest in such subsidiary. See "Description of Other Indebtedness."

         The Notes are not secured by our assets, or the assets of the Guarantors, and the lenders under our New Credit Facility will be entitled to remedies available to a secured creditor, which give them priority over you to collect amounts due to them.

        As of March 31, 2013, we and our restricted subsidiaries had approximately $2.2 billion of debt outstanding. The Notes and the related guarantees will not be secured by any of our assets or any of the assets of the Guarantors. In contrast, our obligations under the credit agreement governing the New Credit Facility are secured by substantially all of our assets and substantially all of the assets of the Guarantors.

        Because the Notes and the related guarantees will be unsecured obligations, your right of repayment may be compromised if any of the following situations occur:

•

we enter into a bankruptcy, liquidation, reorganization or any other winding-up proceeding;

•

there is a default in payment under the credit agreement governing our New Credit Facility or our other secured indebtedness; or

•

there is an acceleration of any indebtedness under the credit agreement governing our New Credit Facility or our other secured indebtedness.

        If any of these events occurs, the secured lenders could sell those of our and our Guarantors' assets in which they have been granted a security interest, to your exclusion, even if an event of default exists under the indenture governing the Notes at such time. Only when our obligations under the credit agreement governing the New Credit Facility are satisfied in full will the proceeds of the collateral securing our obligations under the credit agreement governing the New Credit Facility be available, subject to other permitted liens, to satisfy obligations under the Notes and guarantees. As a result, upon the occurrence of any of these events, there may not be sufficient funds to pay amounts due on the Notes and the guarantees.

         The indenture governing the Notes and the credit agreement governing the New Credit Facility will impose significant operating and financial restrictions on us and our subsidiaries, which may prevent us from capitalizing on business opportunities.

        The credit agreement governing the New Credit Facility and the indenture governing the Notes impose significant operating and financial restrictions on us. These restrictions limit our ability, among other things, to:

•

incur additional debt or issue certain preferred units;

•

pay dividends on or make certain redemptions, repurchases or distributions in respect of our Units or make other restricted payments;

27

•

make certain investments;

•

sell certain assets;

•

create liens on certain assets;

•

consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and

•

enter into certain transactions with our affiliates.

        In addition, the credit agreement governing the revolving portion of the New Credit Facility contains certain financial covenants, including minimum interest coverage ratio and maximum total leverage ratio covenants.

        As a result of these covenants and restrictions, we are limited in how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The restrictions caused by such covenants could also place us at a competitive disadvantage to less leveraged competitors.

        A failure to comply with the covenants contained in the credit agreement governing the New Credit Facility, indenture governing the Notes or other indebtedness that we may incur in the future could result in an event of default, which, if not cured or waived, could result in the acceleration of the indebtedness and have a material adverse affect on our business, financial condition and results of operations. In the event of any default under the credit agreement governing the New Credit Facility, the lenders thereunder:

•

will not be required to lend any additional amount to us;

•

could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable and terminate all commitments to extend future credit; or

•

could require us to apply all of our available cash to repay these borrowings.

        If we are unable to comply with the covenants in the agreements governing our indebtedness or to pay our debts, the lenders under the credit agreement governing the New Credit Facility could proceed against the collateral granted to them to secure that indebtedness, which includes substantially all of our assets, and the holders of the Notes would be entitled to exercise remedies under our indenture. If our indebtedness were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full. Moreover, in the event that such indebtedness is accelerated, there can be no assurance that we will be able to refinance it on acceptable terms, or at all. You should read the discussions under the headings "Description of Other Indebtedness" and "Description of the Notes—Certain Covenants" for further information about these covenants.

         Because each Guarantor's liability under its guarantees may be reduced to zero, voided or released under certain circumstances, you may not receive any payments from some or all of the Guarantors.

        You have the benefit of the guarantees of the subsidiary Guarantors. However, the guarantees by the subsidiary Guarantors are limited to the maximum amount that the subsidiary Guarantors are permitted to guarantee under applicable law. As a result, a subsidiary Guarantor's liability under its guarantee could be reduced to zero, depending upon the amount of other obligations of such subsidiary Guarantor. Further, under the circumstances discussed more fully below, a court under federal and state fraudulent conveyance and transfer statutes could void the obligations under a guarantee or further subordinate it to all other obligations of the Guarantor. See "Risk Factors—Risks Related to the Notes and our Substantial Indebtedness—U.S. federal and state statutes allow courts, under specific circumstances, to avoid the guarantees, subordinate claims in respect of the guarantees and require note holders to return payments received from the Guarantors." In addition, you will lose the benefit

28

of a particular guarantee if it is released under certain circumstances described under "Description of the Notes—Brief Description of the Notes and the Guarantees—The Guarantees."

         Unrestricted subsidiaries are not, and those that we may form in the future generally will not be, subject to any of the covenants in the indenture and will not guarantee the Notes or pledge any collateral to secure the Notes, and we may not be able to rely on the cash flow or assets of those entities to pay our indebtedness.

        The Notes are structurally subordinated to all liabilities of our existing or future unrestricted subsidiaries that are not Guarantors of the Notes. As of the date of this prospectus, our unrestricted subsidiaries include NP Landco Holdco LLC and SC Interactive Investor LLC and each of their respective subsidiaries. We will be permitted to designate other subsidiaries as unrestricted subsidiaries and make significant investments in entities that will not be subject to compliance with the restrictive covenants contained in the indenture governing the Notes. If we designate a subsidiary guarantor as an unrestricted subsidiary for purposes of the indenture governing the Notes, such subsidiary or any of its subsidiaries will be released under the indenture. In addition, the creditors of such unrestricted subsidiary and its subsidiaries will have a senior claim on the assets of such unrestricted subsidiary and its subsidiaries.

        In addition, unrestricted subsidiaries and entities that are not subsidiaries will generally not be subject to the covenants under the indenture governing the Notes. Unrestricted subsidiaries and entities that are not subsidiaries may enter into financing arrangements that limit their ability to make loans or other payments to fund payments in respect of the Notes. Accordingly, we may not be able to rely on the cash flow or assets of those entities to pay any of our indebtedness, including the Notes.

         U.S. federal and state statutes allow courts, under specific circumstances, to avoid the guarantees, subordinate claims in respect of the guarantees and require note holders to return payments received from the Guarantors.

        Certain of our subsidiaries guarantee the obligations under the Notes. The guarantees by the subsidiary Guarantors may be subject to review under federal and state laws if a bankruptcy, liquidation or reorganization case or a lawsuit, including in circumstances in which bankruptcy is not involved, were commenced at some future date by, or on behalf of, the unpaid creditors of a Guarantor. Under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, a court may avoid or otherwise decline to enforce a subsidiary Guarantor's guarantee, or may subordinate the Notes or such guarantee to the applicable subsidiary Guarantor's existing and future indebtedness. While the relevant laws may vary from state to state, a court might do so if it found that when the applicable subsidiary Guarantor entered into its guarantee, or, in some states, when payments became due under such guarantee, the applicable subsidiary Guarantor received less than reasonably equivalent value or fair consideration and:

•

was insolvent or rendered insolvent by reason of such incurrence;

•

was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or

•

intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

        A court would likely find that a subsidiary Guarantor did not receive reasonably equivalent value or fair consideration for such guarantee if such subsidiary Guarantor did not substantially benefit directly or indirectly from the issuance of such guarantee. The measures of insolvency for purposes of these fraudulent transfer laws vary depending upon the law applied in any proceeding to determine

29

whether a fraudulent transfer has occurred. Generally, however, a subsidiary Guarantor, as applicable, would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of its assets;

•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its debts as they become due.

        A court might also avoid a guarantee, without regard to the above factors, if the court found that the applicable subsidiary Guarantor entered into its guarantee with actual intent to hinder, delay or defraud its creditors. In addition, any payment by a subsidiary Guarantor pursuant to its guarantee could be avoided and required to be returned to such subsidiary Guarantor or to a fund for the benefit of such Guarantor's creditors, and accordingly the court might direct you to repay any amounts that you had already received from such subsidiary Guarantor.

        To the extent a court avoids any of the guarantees as fraudulent transfers or holds any of the guarantees unenforceable for any other reason, holders of Notes would cease to have any direct claim against the applicable subsidiary Guarantor. If a court were to take this action, the applicable Guarantor's assets would be applied first to satisfy the applicable Guarantor's other liabilities, if any, and might not be applied to the payment of the guarantee. Sufficient funds to repay the Notes may not be available from other sources, including the remaining Guarantors, if any. Each subsidiary guarantee will contain a provision intended to limit the Guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being avoided under applicable fraudulent transfer laws or may reduce the Guarantor's obligation to an amount that effectively makes the guarantee worthless. In a Florida bankruptcy case, this kind of provision was found ineffective to protect guarantees.

         You may be required to sell your Notes if any gaming authority finds you unsuitable to hold them.

        Gaming authorities have the authority generally to require that any beneficial owner of our securities, including the Notes, file an application and be investigated for a finding of suitability. If a record or beneficial owner of a Note is required by any gaming authority to be found suitable, such owner will be required to apply for a finding of suitability within 30 days after request of such gaming authority or within such other time prescribed by such gaming authority. The applicant for a finding of suitability must pay all costs of the investigation for such finding of suitability. If a record or beneficial owner is required to be found suitable and is not found suitable, such record or beneficial owner may be required pursuant to the terms of the Notes or law to dispose of the Notes. See "Description of the Notes—Mandatory Disposition Pursuant to Gaming Laws."

         We are a holding company with no independent operations or assets. Repayment of our indebtedness, including the Notes, is dependent on cash flow generated by our subsidiaries.

        We are a holding company and repayment of the Notes will be dependent upon cash flow generated by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Unless they are Guarantors of the Notes, our subsidiaries do not have any obligation to pay amounts due on the Notes or to make funds available for that purpose. Our subsidiaries may not be able to, or be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the Notes. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash

30

from our subsidiaries. In addition, while the indenture governing the Notes limits the ability of our restricted subsidiaries to restrict the payment of dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the Notes.

         Our ability to service all of our indebtedness depends on our ability to generate cash flow, which is subject to factors that are beyond our control.

        Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to general economic, financial, competitive and other factors that are beyond our control. In addition, a further deterioration in the economic performance of our casino properties may cause us to reduce or delay investments and capital expenditures, or to sell assets. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations.

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USE OF PROCEEDS

        This prospectus is delivered in connection with the sale of Notes by Deutsche Bank Securities Inc. in market making transactions. We will not receive any of the proceeds from such transactions.

32

CAPITALIZATION

        The following table sets forth our cash and cash equivalents and consolidated capitalization as of March 31, 2013. This table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" as well as our financial statements incorporated by reference in this prospectus.

	As of March 31, 2013
	(amounts in thousands, unaudited)
Cash and cash equivalents including restricted cash(1)	$	103,579
Current portion of long-term debt	$	18,589
Debt(2):
New Credit Facility(3)	$	1,625,000
Restructured Land Loan(4)		110,211
The Notes(5)		500,000
Other debt		43,723
Total debt	$	2,278,934
Total members' capital		692,643
Total capitalization	$	2,971,577

(1)

Includes $102.1 million of cash and cash equivalents and $1.4 million of restricted cash.

(2)

Debt amounts reflect the principal amount of indebtedness and do not include unamortized debt discounts recorded in accordance with GAAP, and accordingly, will not agree to the amounts reported on our condensed consolidated balance sheet.

(3)

As of March 31, 2013, we have $313.3 million of undrawn availability under the $350.0 million revolving component of the New Credit Facility after giving effect to the issuance of approximately $36.7 million of letters of credit and similar obligations.

(4)

Indebtedness of LandCo, an unrestricted subsidiary under the indenture governing the Notes. Includes $7.2 million of accrued interest added to the principal amount of the debt in accordance with the terms of the debt.

(5)

Represents the aggregate principal amount of the Notes.

33

DESCRIPTION OF THE NOTES

You can find the definitions of certain terms used in this description under the subheading "—Certain Definitions." In this description, the word "Company" refers only to Station Casinos LLC and not to any of its subsidiaries or affiliates.

        The Company issued the Notes as a single class of securities under an Indenture (the "Indenture"), dated as of March 1, 2013, among itself, the initial Guarantors and Wells Fargo Bank, National Association, as trustee (the "Trustee"). We will issue the Notes under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "TIA").

        The following description is a summary of the material provisions of the Indenture. It does not restate such agreement in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights as holders of the Notes. Certain defined terms used in this description but not defined below under "—Certain Definitions" have the meanings assigned to them in the Indenture.

        The registered holder of a Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

Brief Description of the Notes and the Guarantees

The Notes

        The Notes:

•

are general senior unsecured obligations of the Company;

•

are pari passu in right of payment with all of our existing and future senior Indebtedness;

•

are effectively subordinated in right of payment to all of our existing and future secured Indebtedness, including the Bank Credit Agreement, to the extent of the value of the assets securing such Indebtedness;

•

are senior in right of payment to any future senior subordinated or subordinated Indebtedness of the Company; and

•

are unconditionally guaranteed by the Guarantors on a senior unsecured basis.

The Guarantees

        The Notes are guaranteed by each of the Guarantors, and, subject to compliance with applicable gaming laws, any future Subsidiary of the Company that is a guarantor under the Bank Credit Agreement. The Guarantors currently consist of each of the entities that is a guarantor under the Bank Credit Agreement.

        The Guarantees of the Notes:

•

are general senior unsecured obligations of each Guarantor;

•

are pari passu in right of payment to all of the applicable Guarantor's existing and future senior Indebtedness;

•

are effectively subordinated to all secured Indebtedness of each Guarantor, including guarantees of the Bank Credit Agreement, to the extent of the value of the assets securing such Indebtedness; and

34

•

are structurally subordinated to all liabilities of any Subsidiary of a Guarantor that is not a Guarantor.

        The Notes will not be guaranteed by any existing Unrestricted Subsidiary of the Company or any Subsidiary of the Company that is designated by the Company in accordance with the Indenture to be an Unrestricted Subsidiary. Accordingly, the Notes are not initially guaranteed by LandCo Holdings, Fertitta Interactive or any of their respective Subsidiaries, all of which are Unrestricted Subsidiaries of the Company. Unrestricted Subsidiaries will not be subject to the restrictive covenants in the Indenture.

        As of March 31, 2013,we had approximately $1.625 billion of Indebtedness outstanding under the Bank Credit Agreement (excluding $36.7 million of outstanding letters of credit and $313.3 million of available undrawn revolving credit commitments). Our Unrestricted Subsidiaries held approximately 6.2% of our assets at March 31, 2013 and generated net revenues of $14.1 million for the three months ended March 31, 2013.

        The obligations of each Guarantor under its Guarantee will include contribution provisions designed to mitigate against the risk that the Guarantee could be found to constitute a fraudulent conveyance or fraudulent transfer under applicable law. See "Risk Factors—Risks Related to the Notes—Federal and state statutes allow courts, under specific circumstances, to void the guarantees and require shareholders to return payments received from us or the guarantors."

        Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation, or with other Persons upon the terms and conditions set forth in the Indenture. See "Certain Covenants—Merger, Consolidation or Sale of Assets." In the event of a sale or other disposition of all or substantially all of the properties and assets of any Guarantor, by way of merger, consolidation or otherwise, or the sale of all of the Capital Stock of a Guarantor, whether by way of merger, consolidation or otherwise, in either case provided that such sale or other disposition complies with the provisions set forth in "Repurchase at the Option of Holders—Asset Sales" (other than provisions for future application of the Net Cash Proceeds), or in the event of the designation of any Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture, or upon a discharge of the Indenture in accordance with "—Satisfaction and Discharge" or upon any Legal Defeasance or Covenant Defeasance of the Indenture, the Guarantor's Guarantee will be released. Each of the Guarantors is a Restricted Subsidiary of the Company.

Principal, Maturity and Interest

        The Notes are issued in the aggregate principal amount of $500 million. The Company may issue additional notes from time to time. Any issuance of additional notes will be subject to all of the covenants in the Indenture, including the covenant described below under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." The Notes offered hereby and any additional notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, provided that if any additional notes are not fungible for United States federal income tax purposes with any of the Notes previously issued, such additional notes will have a separate CUSIP number. Notes are issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will mature on March 1, 2021.

        Interest on the Notes will accrue at the rate of 7.50% per annum from the Issue Date. Interest will be payable semi-annually in arrears on March 1 and September 1 of each year, with the initial interest payment on September 1, 2013. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The Company will make each interest payment to the holders of record of the Notes on the immediately preceding February 15 and August 15.

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Methods of Receiving Payments on the Notes

        If a holder has given wire transfer instructions to the Company, the Company will make all principal, premium and interest payments on Notes held by such holder in accordance with those instructions. All other payments on the Notes will be made at the office or agency of the Company maintained for such purpose unless the Company elects to make interest payments by check mailed to the holders at the addresses set forth in the register of holders; provided that all payments with respect to Global Notes, and any definitive Notes the holder of which has given wire transfer instructions to the Company, will be made by wire transfer. Until otherwise designated by the Company, the Company's office or agency will be the office of the Trustee maintained for such purpose.

Optional Redemption

        Except as set forth below and under "—Redemption at Make-Whole Premium" and "—Mandatory Redemption," the Company does not have the option to redeem the Notes prior to March 1, 2016. Thereafter, the Company has the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of the principal amount thereof) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 1 of the years indicated below:

Year	Percentage
2016		105.625	%
2017		103.750	%
2018		101.875	%
2019 and thereafter		100.000	%

        Notwithstanding the foregoing, the Company may, at any time prior to March 1, 2016, redeem up to 35% of the outstanding aggregate principal amount of Notes with the net cash proceeds of one or more Equity Offerings of the Company at a redemption price in cash of 107.50% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the redemption date; provided that:

        (1)   at least 65% of the outstanding aggregate principal amount of Notes remains outstanding immediately after the occurrence of such redemption;

        (2)   notice of any such redemption shall be given by the Company to the holders and the Trustee within 30 days after the consummation of any such Equity Offering; and

        (3)   such redemption shall occur within 60 days of the date of such notice.

Redemption at Make-Whole Premium

        At any time prior to March 1, 2016, the Company may also redeem all or any part of the Notes upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail (or in the case of Notes held in book entry form, by electronic transmission) to each holder's registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption.

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Selection and Notice

        If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes to be redeemed among the holders of Notes as follows:

        (1)   if the Notes are listed, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, or

        (2)   if the Notes are not so listed, on a pro rata basis, by lot (in the case of a partial redemption) or in accordance with the procedures of DTC.

        No Note of a principal amount of $2,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first-class mail (or in the case of Notes held in book entry form, by electronic transmission) at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address. Notices of redemption may be conditional in that the Company may, notwithstanding the giving of the notice of redemption, condition the redemption of the Notes specified in the notice of redemption upon the completion of other transactions, such as refinancings or acquisitions (whether of the Company or by the Company).

        If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption, subject to the satisfaction of any conditions to such redemption. On and after the redemption date, subject to the satisfaction of any conditions to such redemption, interest ceases to accrue on Notes or portions of them called for redemption so long as the Company has deposited with the Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest and Additional Interest, if any, on the Notes to be redeemed.

Mandatory Redemption

        Except as described below, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Repurchase at the Option of Holders

Change of Control

        Upon the occurrence of a Change of Control, each holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof; provided that no Note of a principal amount of $2,000 or less shall be repurchased in part) of such holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount of Notes plus accrued and unpaid interest thereon, and duration fees and Additional Interest, if any, to the date of repurchase. Within 30 days following any Change of Control, the Company will mail a notice to the Trustee and each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. The Change of Control Offer may be made up to 60 days prior to the occurrence of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. The Company will comply with all applicable laws, including, without limitation, Section 14(e) of the Exchange Act and the rules thereunder and all applicable federal and state securities laws, and will include all instructions and materials necessary to enable holders to tender their Notes. To the extent that the provisions of any

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such laws or rules conflict with the provisions of this covenant, the Company's compliance with such laws and rules shall not in and of itself cause a breach of the Company's obligations under this covenant.

        On the Change of Control Payment Date, the Company will, to the extent lawful:

        (1)   accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer,

        (2)   on or prior to 10:00 A.M. New York City time, deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered, and

        (3)   deliver or cause to be delivered to the Trustee the Notes so accepted, together with an officers' certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

        The Paying Agent will promptly mail to each holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to the unpurchased portion of the Notes surrendered by such holder, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date

        The Change of Control provisions described above will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

        The Bank Credit Agreement contains, and any future Credit Facilities or other agreements relating to Indebtedness to which the Company becomes a party may contain, restrictions on the ability of the Company to purchase any Notes, and also may provide that certain change of control events with respect to the Company would constitute a default thereunder. In the event a Change of Control occurs at a time when the Company is prohibited from purchasing Notes, the Company could seek the consents of its lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain all such requisite consents or repay such borrowings, the Company will remain prohibited from purchasing Notes. In such case, the Company's failure to purchase tendered Notes would constitute an Event of Default under the Indenture. There can be no assurance that in the event of a Change of Control the Company will have sufficient funds, or that it will be permitted under the terms of the Bank Credit Agreement, to satisfy its obligations with respect to any or all of the tendered Notes.

        The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

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        The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the assets of the Company and its Restricted Subsidiaries taken as a whole. Although there is a developing body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of Notes to require the Company to repurchase such Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, to another Person or group may be uncertain.

        The presence of the Company's Note repurchase obligation in the event of a Change of Control may deter potential bidders from attempting to acquire the Company, whether by merger, tender offer or otherwise. Such deterrence may have an adverse effect on the market price for the Company's securities, particularly its common stock.

Asset Sales

        Neither the Company nor any Restricted Subsidiary will, directly or indirectly:

        (1)   consummate an Asset Sale unless such entity receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or of which other disposition is made (as determined in good faith by the Board of such entity), and

        (2)   consummate or enter into a binding obligation to consummate an Asset Sale unless at least 75% of the consideration received by such entity from such Asset Sale will be cash or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be cash:

        (a)   any liabilities as shown on such entity's most recent balance sheet (or in the notes thereto) (other than (i) Indebtedness subordinate in right of payment to the Notes, (ii) contingent liabilities and (iii) liabilities or Indebtedness to Affiliates of the Company) that are assumed by the transferee of any such assets, and

        (b)   to the extent of the cash received, any notes or other obligations or securities received by such Obligor from such transferee that are converted by such entity into cash within 180 days of receipt.

        Notwithstanding the foregoing, the Company or a Restricted Subsidiary will be permitted to consummate an Asset Sale without complying with the foregoing provisions if:

        (1)   such entity receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or other property sold, issued or otherwise disposed of (as evidenced by a resolution of the Board of such entity), and

        (2)   the consideration for such Asset Sale constitutes Productive Assets; provided that any non-cash consideration not constituting Productive Assets received by such entity in connection with such Asset Sale that is converted into or sold or otherwise disposed of for cash or Cash Equivalents at any time within 360 days after such Asset Sale shall constitute Net Cash Proceeds subject to the provisions set forth above.

        Upon the consummation of an Asset Sale, the Company or the affected Restricted Subsidiary will be required to apply an amount equal to all Net Cash Proceeds (excluding amounts received and considered as "cash" pursuant to clause (2)(a) of the first paragraph of this covenant) that are received from such Asset Sale within 360 days of the receipt thereof either:

        (1)   to reinvest (or enter into a binding commitment to invest, if such investment is effected within 360 days after the date of such commitment) in Productive Assets or in Asset Acquisitions not otherwise prohibited by the Indenture,

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        (2)   to repay Indebtedness under the Bank Credit Agreement (or other Indebtedness of the Company or such Restricted Subsidiary, as applicable, secured by a Lien), and, in the case of any such repayment under any revolving credit or other facility that permits future borrowings, effect a permanent reduction in the availability or commitment under such facility, and/or

        (3)   a combination of prepayment and reinvestment as permitted by the foregoing clauses (1) and (2).

provided, however, that if the Company or any Restricted Subsidiary contractually commits within such 360-day period to apply such Net Cash Proceeds within 180 days following such contractual commitment in accordance with the foregoing clauses (1), (2) or (3), and such Net Cash Proceeds are subsequently applied as contemplated in such contractual commitment, then the requirement for application of Net Cash Proceeds as set forth in this paragraph shall be considered satisfied.

        Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce revolving Indebtedness or otherwise invest such Net Cash Proceeds in any manner not prohibited by the Indenture.

        Any Net Cash Proceeds from an Asset Sale that are not applied pursuant to the preceding paragraph shall constitute "Excess Net Proceeds." No later than 20 business days following the date on which the aggregate amount of Excess Net Proceeds exceeds $50 million (the "Net Proceeds Trigger Date"), the Company shall make an offer to purchase (the "Net Proceeds Offer"), on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, on a pro rata basis, an aggregate principal amount equal to the Excess Net Proceeds of (a) Notes, at a purchase price in cash equal to 100% of the aggregate principal amount of Notes, in each case, plus accrued and unpaid interest thereon and Additional Interest, if any, on the Net Proceeds Offer Payment Date, and (b) other Indebtedness Incurred by the Company which is pari passu with the Notes, in each case to the extent required by the terms thereof. If at any time within 360 days after an Asset Sale any non-cash consideration received by the Company or the affected Restricted Subsidiary in connection with such Asset Sale (other than non-cash consideration deemed to be cash as provided in clause (2)(b) above) is converted into or sold or otherwise disposed of for cash, then such conversion or disposition will be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof will be applied in accordance with this covenant. To the extent that the aggregate principal amount of Notes or other pari passu Indebtedness tendered pursuant to the Net Proceeds Offer is less than the Excess Net Proceeds, the Company or such Restricted Subsidiary may use any remaining proceeds of such Asset Sales for general corporate purposes (but subject to the other terms of the Indenture). Upon completion of a Net Proceeds Offer, the Excess Net Proceeds relating to such Net Proceeds Offer will be deemed to be zero for purposes of any subsequent Asset Sale. In the event that a Restricted Subsidiary consummates an Asset Sale, only that portion of the Net Cash Proceeds therefrom (including any Net Cash Proceeds received upon the sale or other disposition of any non-cash proceeds received in connection with an Asset Sale) that are distributed to or received by the Company or a Restricted Subsidiary will be required to be applied by the Company or the Restricted Subsidiary in accordance with the provisions of this covenant.

        The Company will comply with all applicable laws, including, without limitation, Section 14(e) of the Exchange Act and the rules thereunder and all applicable federal and state securities laws, and will include all instructions and materials necessary to enable holders to tender their Notes and, to the extent that the provisions of any such laws or rules conflict with the provisions of this covenant, the Company's compliance with such laws and rules shall not in and of itself cause a breach of the Company's obligations under this covenant.

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Mandatory Disposition Pursuant to Gaming Laws

        If a record or a beneficial owner of a Note is required by any Gaming Authority to be found suitable, the owner shall apply for a finding of suitability within 30 days after the request of such Gaming Authority or within such other time prescribed by such Gaming Authority. The applicant for a finding of suitability must pay all costs of the investigation for such finding of suitability. If a holder or beneficial owner is required to be found suitable and is not found suitable by such Gaming Authority, (i) such owner shall, upon request of the Company, dispose of such owner's Notes within 30 days or within that time prescribed by such Gaming Authority, whichever is earlier, or (ii) the Company may, at its option, redeem such owner's Notes at the lesser of (x) the principal amount thereof or (y) the price at which the Notes were acquired by such owner, together with, in either case, accrued interest to the date of the finding of unsuitability by such Gaming Authority, or (z) such other amount required by such Gaming Authority.

        By accepting a Note, each holder or beneficial owner of a Note will be agreeing to comply with all requirements of the Gaming Laws and Gaming Authorities in each jurisdiction where the Company and its Affiliates are licensed or registered under applicable Gaming Laws or conduct gaming activities.

Certain Covenants

Restricted Payments.

        Neither the Company nor any Restricted Subsidiary will, directly or indirectly:

        (1)   declare or pay any dividend or make any other payment or distribution (other than dividends or distributions payable solely in Qualified Capital Stock of the Company or dividends or distributions payable to the Company or a Restricted Subsidiary) in respect of the Company's or any Restricted Subsidiary's Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or such Restricted Subsidiary, as applicable) or to the direct or indirect holders of the Company's or such Restricted Subsidiary's Equity Interests in their capacity as such,

        (2)   purchase, redeem or otherwise acquire or retire for value (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any Restricted Subsidiary) Equity Interests of the Company or any Restricted Subsidiary or of any direct or indirect parent of the Company (other than any such Equity Interests owned by the Company or any Restricted Subsidiary),

        (3)   make any payment on or with respect to, or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value any Indebtedness that is subordinate in right of payment to the Notes, except (i) a payment of principal, interest or other amounts required to be paid at Stated Maturity or (ii) a payment made to the Company or any Restricted Subsidiary, or

        (4)   make any Investment (other than Permitted Investments)

(each of the foregoing prohibited actions set forth in clauses (1), (2), (3) and (4) being referred to as a "Restricted Payment").

        Notwithstanding the foregoing, the Company or any Restricted Subsidiary may make any Restricted Payment so long as, at the time of such proposed Restricted Payment or immediately after giving effect thereto,

        (1)   no Default or an Event of Default has occurred, and is continuing or would result therefrom,

        (2)   the Company's Consolidated Coverage Ratio would be greater than 2.00 to 1.00; and

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        (3)   the aggregate amount of Restricted Payments (the amount expended for such purposes, if other than in cash, being the fair market value of such property as determined in the good faith reasonable judgment of the Company) do not exceed or would not exceed the sum, without duplication, of:

        (a)   50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company and the Restricted Subsidiaries during the period (treating such period as a single accounting period) beginning with the fiscal quarter in which the Issue Date occurs and ending on the last day of the most recent fiscal quarter of the Company ending immediately prior to the date of the making of such Restricted Payment for which internal financial statements are available ending not more than 135 days prior to the Determination Date, plus

        (b)   100% of the fair market value of the aggregate net proceeds received by the Company from any Person (other than from a Subsidiary of the Company), from the issuance and sale of Qualified Capital Stock of the Company or the amount by which Indebtedness of the Company or any Restricted Subsidiary is reduced by the conversion or exchange of debt securities or Disqualified Capital Stock into or for Qualified Capital Stock (to the extent that proceeds of the issuance of such Qualified Capital Stock would have been includable in this clause if such Qualified Capital Stock had been initially issued for cash) subsequent to the Issue Date and on or prior to the date of the making of such Restricted Payment (excluding any Qualified Capital Stock of the Company the purchase price of which has been financed directly or indirectly using funds (i) borrowed from the Company or any Restricted Subsidiary, unless and until and to the extent such borrowing is repaid, or (ii) contributed, extended, guaranteed or advanced by the Company or any Restricted Subsidiary (including, without limitation, in respect of any employee stock ownership or benefit plan)); provided that such aggregate net proceeds are limited to cash, Cash Equivalents and other assets used or useful in a Related Business or the Capital Stock of a Person engaged in a Related Business, plus

        (c)   100% of the aggregate cash received by the Company subsequent to the Issue Date and on or prior to the date of the making of such Restricted Payment upon the exercise of options or warrants to purchase Qualified Capital Stock of the Company, plus

        (d)   to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or Cash Equivalents or otherwise liquidated or repaid for value, or any dividends, distributions, interest payments, principal repayments or returns of capital are received by the Company or any Restricted Subsidiary in respect of any Restricted Investment, the fair market value (as determined in good faith by the Board) of proceeds of such sale, liquidation, repayment, dividend, distribution, principal repayment or return of capital, in each such case valued at the cash or marked-to-market value of Cash Equivalents received with respect to such Restricted Investment (less the cost of disposition, if any), and to the extent that any Restricted Investment consisting of a guarantee or other contingent obligation that was made after the Issue Date is terminated or cancelled, the excess, if any, of (x) the amount by which such Restricted Investment reduced the sum otherwise available for making Restricted Payments under this second paragraph of the Restricted Payment covenant, over (y) the aggregate amount of payments made (including costs incurred) in respect of such guarantee or other contingent obligation; provided that such proceeds are limited to cash, Cash Equivalents and other assets used or useful in a Related Business of the Capital Stock of a Person engaged in a Related Business, plus

        (e)   to the extent that any Person becomes a Restricted Subsidiary or an Unrestricted Subsidiary is redesignated as a Restricted Subsidiary after the date the Issue Date, the lesser of (i) the fair market value of the Restricted Investment of the Company and its Restricted

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Subsidiaries in such Person as of the date it becomes a Restricted Subsidiary or in such Unrestricted Subsidiary on the date of redesignation as a Restricted Subsidiary or (ii) the fair market value of such Restricted Investment as of the date such Restricted Investment was originally made in such Person or, in the case of the redesignation of an Unrestricted Subsidiary into a Restricted Subsidiary which Subsidiary was designated as an Unrestricted Subsidiary after the Issue Date, the amount of the Company and its Restricted Subsidiaries' Restricted Investment therein as determined under the last paragraph of this covenant, plus the aggregate fair market value of any additional Restricted Investments (each valued as of the date made) by the Company and its Restricted Subsidiaries in such Unrestricted Subsidiary after the Issue Date.

        Notwithstanding the foregoing, the provisions set forth in the preceding paragraphs will not prohibit the following Restricted Payments:

        (1)   the payment of any dividend or the making of any distribution within 60 days after the date of declaration of such dividend or distribution if the making thereof would have been permitted on the date of declaration; provided such dividend will be deemed to have been made as of its date of declaration for purposes of this clause (1);

        (2)   the redemption, repurchase, retirement or other acquisition of Capital Stock of the Company or warrants, rights or options to acquire Capital Stock of the Company either (a) solely in exchange for shares of Qualified Capital Stock of the Company or warrants, rights or options to acquire Qualified Capital Stock of the Company, or (b) through the application of net proceeds of a substantially concurrent sale (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock of the Company or warrants, rights or options to acquire Qualified Capital Stock of the Company; provided that such aggregate net proceeds are limited to cash, Cash Equivalents and other assets used or useful in a Related Business or the Capital Stock of a Person engaged in a Related Business;

        (3)   the payment, redemption, repurchase, retirement, defeasance or other acquisition of Indebtedness of any Obligor that is subordinate in right of payment to the Notes or the Guarantees (a) solely in exchange for (i) shares of Qualified Capital Stock of the Company or (ii) Permitted Refinancing Indebtedness, or (b) through the application of the net proceeds of a sale (other than to an Obligor) within 45 days of such sale of (i) shares of Qualified Capital Stock of the Company or warrants, rights or options to acquire Qualified Capital Stock of the Company or (ii) Permitted Refinancing Indebtedness or (c) within one year of the scheduled final maturity thereof; provided that such aggregate net proceeds are limited to cash, Cash Equivalents and other assets used or useful in a Related Business or the Capital Stock of a Person engaged in a Related Business;

        (4)   payments pursuant to the Management Agreements;

        (5)   other Restricted Payments not to exceed $200 million in the aggregate made on or after the Issue Date; provided no Default or Event of Default then exists or would result therefrom;

        (6)   repurchases by the Company of, or distributions to Holdco to permit Holdco to, repurchase its common stock, membership interests, profit units, options, warrants or other securities exercisable or convertible into such common stock, membership interests or profit units from employees, officers, consultants or directors of the Company or any of its respective Subsidiaries upon death, disability or termination of employment, relationship or directorship of such employees, officers, consultants or directors in an aggregate amount not to exceed $10 million on or after the Issue Date;

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        (7)   loans or advances to employees made in the ordinary course of business of the Company or any Restricted Subsidiary in an amount not to exceed $10 million in the aggregate outstanding at any one time;

        (8)   the payment or distribution of any amounts in respect of Equity Interests by any Restricted Subsidiary organized as a partnership or a limited liability company or other pass-through entity:

        (a)   to the extent of capital contributions made to such Restricted Subsidiary (other than capital contributions made to such Restricted Subsidiary by the Company or any Restricted Subsidiary) or

        (b)   to the extent required by applicable law,

provided that, except in the case of clause (b), no Default or Event of Default has occurred and is continuing at the time of such Restricted Payment or would result therefrom, and provided further that, except in the case of clause (b), such distributions are made pro rata in accordance with the respective Equity Interests contemporaneously with the distributions paid to the Company or a Restricted Subsidiary or their Affiliates holding an interest in such Equity Interests;

        (9)   the payment of any dividend or distributions by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;

        (10) the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options, or upon the vesting of restricted stock, restricted stock units or performance share units to the extent necessary to satisfy tax withholding obligations attributable to such vesting;

        (11) the declaration and payment of regularly scheduled or accrued dividends or distributions to holders of any class or series of Disqualified Capital Stock of the Company or any Restricted Subsidiary of the Company issued on or after the Issue Date in accordance with the Consolidated Coverage Ratio test described below under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";

        (12) that portion of Restricted Payments the payment for which consists exclusively of the Company's Qualified Capital Stock or proceeds from the substantially concurrent sale of the Company's Qualified Capital Stock; provided that the amount of any such payment shall be excluded from clause (3) of the preceding paragraph

        (13) the declaration and payment of dividends by the Company to, or the making of loans to, its direct Holding Companies in amounts not to exceed $5 million during any fiscal year required for the Company's direct or indirect Holding Companies to pay (the "Corporate Expense Payments"):

        (A)  franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

        (B)  customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Company and the Restricted Subsidiaries (and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such expenses to the extent attributable to the ownership or operation of such Unrestricted Subsidiaries);

        (C)  general corporate overhead expenses of any direct or indirect parent company of the Company to the extent such expenses are attributable to the ownership or operation of the

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Company and the Restricted Subsidiaries, plus any amount of indemnification claims made by any director or officer of any direct or indirect parent company of the Company; and

        (D)  reasonable fees and expenses incurred in connection with any unsuccessful debt or equity offering by such direct or indirect parent company of the Company;

        (14) so long as the Company or any Restricted Subsidiary is taxed as a partnership or disregarded entity for U.S. federal, state and local tax purposes, payments pursuant to the Holding Company Tax Distribution Agreement (the "Company Tax Payments");

        (15) so long as no Default or Event of Default has occurred and is continuing, the repurchase of Indebtedness subordinated in right of payment to the Notes or any Guarantee with any Excess Net Proceeds as provided in the covenant described under the caption "Repurchase at the Option of Holders Asset Sales" pursuant to provisions requiring such repurchase similar to those described in the covenant under the caption "Repurchase at the Option of Holders Change of Control"; provided that all Notes tendered by holders thereof in connection with a Change of Control Offer or Net Proceeds Offer have been repurchased, redeemed or acquired for value; and

        (16) Restricted Payments in an amount not to exceed the amount paid to the Company or any Restricted Subsidiary in cash in respect of any Tribal Receivable, including any interest on the principal amount thereof.

        In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date, Restricted Payments made pursuant to clause (3)(a)(ii), (3)(b)(ii), (4), (5), (6), (7), (8), (9), (10), (11), (12), (13), (14), (15) and (16) of the immediately preceding paragraph shall, in each case, be excluded from such calculation.

        For purposes of this covenant, it is understood that the Company may rely on internal or publicly reported financial statements even though there may be subsequent adjustments (including review and audit adjustments) to such financial statements. For avoidance of doubt, any Restricted Payment that complied with the conditions of this covenant, made in reliance on such calculation by the Company based on such internal or publicly reported financial statements, shall be deemed to continue to comply with the conditions of this covenant, notwithstanding any subsequent adjustments that may result in changes to such internal financial or publicly reported statements.

        The Board of the Company may designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries if such designation would not cause a Default. For purposes of making such determination, all outstanding Investments by the Obligors (except to the extent repaid in cash or in kind) in the Subsidiary so designated will be deemed to be Restricted Payments at the time of such designation and will reduce the amount available for Restricted Payments under the first paragraph of this covenant to the extent that such deemed Restricted Payments would not be excluded from such calculation under the second paragraph of this covenant. All such outstanding Investments will be deemed to constitute Investments in an amount equal to the fair market value of such Investments at the time of such designation (as determined in the good faith reasonable judgment of the Company).

        Such designation will only be permitted if such Restricted Payment would be permitted at such time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Incurrence of Indebtedness and Issuance of Preferred Stock.

        The Company will not, directly or indirectly: (1) Incur any Indebtedness or issue any Disqualified Capital Stock or (2) cause or permit any of its Restricted Subsidiaries to Incur any Indebtedness or issue any Disqualified Capital Stock or preferred stock, in each case, other than Permitted Indebtedness; provided, however, that the Company may issue Disqualified Capital Stock and may Incur Indebtedness (including, without limitation, Acquired Debt), and any Guarantor may issue preferred

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stock or Incur Indebtedness (including, without limitation, Acquired Debt), if immediately after giving pro forma effect to such proposed Incurrence or issuance and the receipt and application of the net proceeds therefrom, the Company's Consolidated Coverage Ratio would be at least 2.00 to 1.00.

        The first paragraph of this covenant will not prohibit the incurrence of any of the following (collectively, "Permitted Indebtedness"):

        (1)   Indebtedness of the Company or any Restricted Subsidiary outstanding on the Issue Date (other than Indebtedness under the Bank Credit Agreement) as reduced by the amount of any scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions thereof;

        (2)   Indebtedness Incurred by the Company under the $500 million aggregate principal amount of Notes to be issued on the Issue Date and by the Guarantors under the Guarantees and the Exchange Notes and related Guarantees;

        (3)   Indebtedness Incurred by the Company or any Restricted Subsidiary pursuant to the Bank Credit Agreement or other Credit Facilities; provided that the aggregate principal amount of all such Indebtedness outstanding under this clause (3) as of any date of Incurrence (after giving pro forma effect to the application of the proceeds of such Incurrence), including all Permitted Refinancing Indebtedness Incurred to repay, redeem, extend, refinance, renew, replace, defease or refund any Indebtedness Incurred pursuant to this clause (3), shall not exceed the greater of (i) $2.4 billion and (ii) 4.50x Consolidated EBITDAM of the Company and its Restricted Subsidiaries for the twelve month period ended at the end of the most recent fiscal quarter for which financial statements are available, to be reduced dollar-for-dollar by the aggregate amount of all Net Cash Proceeds of Asset Sales applied by an Obligor to repay Indebtedness under the Credit Facilities pursuant to the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales";

        (4)   Indebtedness of a Restricted Subsidiary to the Company or any Guarantor, or of the Company to any Guarantor, for so long as such Indebtedness is held by an Obligor; provided that if as of any date any Person other than an Obligor acquires any such Indebtedness or holds a Lien in respect of such Indebtedness (other than a Permitted Lien), such acquisition or holding shall be deemed to be an Incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (4) by the issuer of such Indebtedness;

        (5)   Permitted Refinancing Indebtedness;

        (6)   FF&E Financing and other Indebtedness Incurred by the Company or any Restricted Subsidiary solely to finance the construction or acquisition or improvement of, or consisting of Capitalized Leased Obligations Incurred to acquire rights of use in, capital assets useful in the Company's or such Subsidiary's business, as applicable, and, in any such case, Incurred prior to or within 270 days after the construction, acquisition, improvement or leasing of the subject assets, not to exceed $75 million in aggregate principal amount outstanding at any time (including all Permitted Refinancing Indebtedness Incurred to repay, redeem, extend, refinance, renew, replace, defease or refund any Indebtedness Incurred pursuant to this clause (6)) for all of the Company and its Restricted Subsidiaries;

        (7)   Hedging Obligations and Interest Swap Obligations entered into not as speculative Investments but as hedging transactions designed to protect the Company and its Restricted Subsidiaries against fluctuations in interest rates in connection with Indebtedness otherwise permitted hereunder or against exchange rate risk or commodity pricing risk;

        (8)   Indebtedness of the Company or any Restricted Subsidiary arising in respect of (x) performance bonds, completion guarantees and similar arrangements (to the extent that the

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Incurrence thereof does not result in the Incurrence of any obligation for the payment of borrowed money of others), in the ordinary course of business; provided, that such Indebtedness shall be Incurred solely in connection with the development, construction, improvement or enhancement of assets useful in the business of the Company and its Restricted Subsidiaries or the development, improvement or enhancement of the operations of the Company and its Restricted Subsidiaries or (y) Support Agreements;

        (9)   Indebtedness of the Company or any Restricted Subsidiary arising in respect of letters of credit, bankers' acceptances, worker's compensation claims, payment obligations in connection with self-insurance or similar obligations, surety bonds and appeal bonds (to the extent that the Incurrence thereof does not result in the Incurrence of any obligation for the payment of borrowed money of others), in the ordinary course of business, in amounts and for the purposes customary in such Person's industry;

        (10) the guarantee by a Guarantor of Indebtedness of the Company or of any other Guarantor, or the guarantee by a Restricted Subsidiary of Indebtedness of the Company or another Restricted Subsidiary, provided such Indebtedness was outstanding on the Issue Date or was, at the time it was incurred, permitted to be incurred by the Company or such Guarantor or Restricted Subsidiary under the Indenture; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the guarantee may only be incurred by a Guarantor and shall be subordinated to, or pari passu with, as applicable, the Notes to the same extent as the Indebtedness guaranteed;

        (11) the issuance by any of the Company's Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:

        (a)   any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company or a Restricted Subsidiary and

        (b)   any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary of the Company

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (11);

        (12) Indebtedness arising from agreements of the Company or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or Subsidiary otherwise permitted by the Indenture;

        (13) the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock;

        (14) Indebtedness of the Company under the Landco Support Agreement, as in effect on the date hereof, or any guarantee of any refinancing of the Indebtedness subject to such support obligations;

        (15) guarantees incurred in the ordinary course of business supporting obligations of suppliers, lessees and vendors;

        (16) Indebtedness in an aggregate principal amount outstanding under this clause (16) as of any date of Incurrence, including all Permitted Refinancing Indebtedness Incurred to repay, redeem, extend, refinance, renew, replace, defease or refund any Indebtedness Incurred pursuant

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to this clause (16), not to exceed the greater of (a) $100 million and (b) 4% of Consolidated Net Tangible Assets; and

        (17) Indebtedness representing deferred compensation to employees of the Company and the Restricted Subsidiaries incurred in the ordinary course of business;

        (18) Indebtedness consisting of promissory notes issued by the Company to current or former officers, directors, managers and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdco or the Company permitted by clause (6) of paragraph three under "Certain Covenants—Restricted Payments"; provided that (i) such Indebtedness shall be subordinated in right of payment to the Notes on terms (it being understood that, subject to the dollar limitation described below, such subordination provisions shall permit the payment of interest and principal in cash if no Event of Default has occurred) and (ii) the aggregate amount of all cash payments (whether principal or interest) made by the Company in respect of such notes since the Issue Date, when combined with the aggregate amount of Restricted Payments made pursuant to clause (6) of paragraph three under "Certain Covenants—Restricted Payments" since the Issue Date, shall not exceed $10 million;

        (19) Indebtedness consisting of obligations of the Company or the Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with any Investment expressly permitted under "Certain Covenants—Restricted Payments";

        (20) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

        (21) Acquired Debt and any other Indebtedness incurred to finance a merger, consolidation or other acquisition; provided that (x) immediately after giving effect to the incurrence to such Acquired Debt and such other Indebtedness, as the case may be, on a pro forma basis as if such occurrence (and the related merger, consolidation or other acquisition) had occurred at the beginning of the applicable four-quarter period, the Company's Consolidated Coverage Ratio would be greater than the Company's Consolidated Coverage Ratio immediately prior to such merger, consolidation or other acquisition and (y)(i) in the case of Acquired Debt, has a Weighted Average Life to Maturity equal to greater than three years and (ii) in the case of any such other Indebtedness, has a final maturity at least 91 days after the Stated Maturity of the Notes and has a Weighted Average Life to Maturity greater than the Weighted Average Life to Maturity of the Notes; and

        (22) Indebtedness, Disqualified Capital Stock or preferred stock of the Company to the extend the net proceeds thereof are promptly deposited to defease the Notes as described under "Legal Defeasance and Covenant Defeasance."

        For purposes of this definition, it is understood that the Company may rely on internal or publicly reported financial reports even though there may be subsequent adjustments (including review and audit adjustments) to such financial statements. For avoidance of doubt, any incurrence of Permitted Indebtedness which is based upon or made in reliance on a computation based on such internal or publicly reported financial statements shall be deemed to continue to comply with the applicable covenant, notwithstanding any subsequent adjustments that may result in changes to such internal or publicly reported financial statements. All Indebtedness under the Credit Agreement outstanding on the Issue Date shall be deemed to have been incurred under clause (3) and the Company and its Restricted Subsidiaries shall not be permitted to reclassify all or any portion of such Indebtedness.

        Any Indebtedness of any Person existing at the time it becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of capital stock or otherwise) shall be deemed to be Incurred as of the date such Person becomes a Restricted Subsidiary.

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        Notwithstanding any other provision of this covenant, a guarantee of Indebtedness of the Company or of Indebtedness of a Restricted Subsidiary will not constitute a separate incurrence, or amount outstanding, of Indebtedness so long as the Indebtedness so guaranteed was incurred in accordance with the terms of the Indenture.

        For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (22) of such definition or is entitled to be Incurred pursuant to the second paragraph of this covenant, the Company will, in its sole discretion, classify such item of Indebtedness in any manner that complies with this covenant and such item of Indebtedness will be treated as having been Incurred pursuant to only one of such clauses or pursuant to the second paragraph hereof. The Company may reclassify such Indebtedness from time to time in its sole discretion and may classify any item of Indebtedness in part under one or more of the categories of Permitted Indebtedness and/or in part as Indebtedness entitled to be Incurred pursuant to the second paragraph of this covenant.

        Accrual of interest or dividends, the accretion of principal amount or dividends, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms or the payment of dividends on any Disqualified Capital Stock in the form of additional Disqualified Capital Stock with the same terms will not be deemed to be an Incurrence of Indebtedness or an issuance of Disqualified Capital Stock or preferred stock for purposes of this covenant. Any increase in the amount of Indebtedness solely by reason of currency fluctuations will not be deemed to be an incurrence of Indebtedness for purposes of determining compliance with this covenant. A change in GAAP that results in an obligation existing at the time of such change, not previously classified as Indebtedness, becoming Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this covenant.

Liens.

        No Obligor will, directly or indirectly, create, Incur or assume any Lien, except a Permitted Lien, on or with respect to any of its property or assets including any shares of stock or Indebtedness of any Restricted Subsidiary, whether owned on the Issue Date or thereafter acquired, or any income, profits or proceeds therefrom, unless:

        (1)   in the case of any Lien securing Indebtedness that is subordinate in right of payment to the Notes or the Guarantees, the Notes or the Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Lien as long as such Indebtedness is secured by such Lien; and

        (2)   in all other cases, the Notes or the Guarantees, as the case may be, are secured on an equal and ratable basis with the obligations secured by such Lien for so long as such obligations are secured by such Lien.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

        The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

        (1)   pay dividends or make any other distributions on its Capital Stock,

        (2)   make loans or advances to or pay any Indebtedness or other obligations owed to the Company or to any other Restricted Subsidiary, or

        (3)   transfer any of its property or assets to the Company or to any Restricted Subsidiary

(each such encumbrance or restriction in clause (1), (2) or (3), a "Payment Restriction").

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        However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

        (a)   applicable law or required by any Gaming Authority;

        (b)   the Indenture, the Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by the Indenture;

        (c)   customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiary;

        (d)   any instrument governing Acquired Debt Incurred in connection with an acquisition by the Company or any Restricted Subsidiary in accordance with the Indenture as the same was in effect on the date of such Incurrence; provided that such encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries or the property or assets, including directly related assets, such as accessions and proceeds so acquired or leased;

        (e)   any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary or assets of the Company or any Restricted Subsidiary to be consummated in accordance with the Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract;

        (f)    any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by the Indenture to be Incurred;

        (g)   any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced;

        (h)   agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the Indenture, taken as a whole;

        (i)    any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date;

        (j)    provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by the Indenture;

        (k)   any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business;

        (l)    any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; or

        (m)  agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation.

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Merger, Consolidation, or Sale of Assets.

        The Company may not, in a single transaction or a series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, to any Person unless:

        (1)   either

        (a)   in the case of a consolidation or merger, the Company, or any successor thereto, is the surviving or continuing corporation, or

        (b)   the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition of the properties and assets of the Company and its Subsidiaries, taken as a whole (the "Successor"), (i) shall be a corporation or limited liability company organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii) shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest and duration fees on all of the Notes and the performance of every covenant of the Notes and the Indenture on the part of the Company to be performed or observed;

        (2)   in the event that such transaction involves (a) the incurrence by the Company or any Restricted Subsidiary, directly or indirectly, of additional Indebtedness (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries incurred in connection with or as a result of such transaction as having been incurred at the time of such transaction) and/or (b) the assumption contemplated by clause (1)(b)(ii) above (including giving effect to any Indebtedness and Acquired Debt Incurred or anticipated to be Incurred in connection with or in respect of such transaction), then immediately after giving effect to such incurrence and/or assumption under clauses (a) and (b), (i) the Company, or any such other Person assuming the obligations of the Company through the operation of clause (1)(b) above, could Incur at least $1.00 of Indebtedness (other than Permitted Indebtedness) pursuant to the Consolidated Coverage Ratio test described above under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" or (ii) the Consolidated Coverage Ratio of the Company (or such other Person assuming the obligations of the Company through the operation of clause (1)(b) above) is no less than the Company's Consolidated Coverage Ratio immediately prior to such transaction or series of transactions; and

        (3)   immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(ii) above (including, without limitation, giving effect to any Indebtedness and Acquired Debt Incurred or anticipated to be Incurred and any Lien granted in connection with or in respect of the transaction) no Default and no Event of Default shall have occurred or be continuing; and

        Notwithstanding clause (2) or (3) above:

        (a)   any Guarantor may consolidate with, or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to the Company or to another Guarantor; and

        (b)   the Company or any Subsidiary may consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to any Person that has conducted no business and Incurred no Indebtedness or other liabilities if such

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transaction is solely for the purpose of effecting a change in the state of incorporation or form of organization of the Company or such Subsidiary.

        For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

        Upon any consolidation or merger or any transfer of all or substantially all the assets of the Company and its Subsidiaries in accordance with the foregoing, the successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to and (except in the case of a lease) be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor corporation had been named therein as the Company and (except in the case of a lease) the Company shall be released from the obligations under the Notes and the Indenture.

        No Guarantor may, in a single transaction or a series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Guarantor and its Subsidiaries, taken as a whole, to any Person (other than the Company or another Guarantor) unless:

        (1)   either

        (a)   in the case of a consolidation or merger, the Guarantor, or any successor thereto, is the surviving or continuing corporation, or

        (b)   the Person (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition of the properties and assets of the Guarantor and its Subsidiaries, taken as a whole, (i) shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii) shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, all the obligations of such Guarantor under its Guarantee, on a senior unsecured basis, on the terms set forth in the Indenture; and

        (2)   immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(ii) above (including, without limitation, giving effect to any Indebtedness and Acquired Debt Incurred or anticipated to be Incurred and any Lien granted in connection with or in respect of the transaction) no Default and no Event of Default shall have occurred or be continuing.

        This section includes a phrase relating to the sale, assignment, transfer, lease, conveyance or other disposition of "all or substantially all" of the assets of the Company and its Subsidiaries (or a Guarantor and its Subsidiaries) taken as a whole. Although there is a developing body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, if the Company or its Subsidiaries (or a Guarantor and its Subsidiaries) dispose of less than all their assets by any means described above, the application of the covenant described in this section may be uncertain.

Transactions with Affiliates.

        The Company will not, and will not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding,

52

loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless:

        (1)   with respect to any Affiliate Transaction involving aggregate consideration in excess of $2 million, such Affiliate Transaction is, considered in light of any series of related transactions of which it comprises a part, on terms no less favorable to the Company or such Restricted Subsidiary than those that might reasonably have been obtained at such time in a comparable transaction or series of related transactions on an arm's-length basis from a Person that is not such an Affiliate;

        (2)   with respect to any Affiliate Transaction involving aggregate consideration of $35 million or more to the Company or such Restricted Subsidiary, a majority of the disinterested members of the Board of the Company (and of any other affected Restricted Subsidiary, where applicable) shall, prior to the consummation of any portion of such Affiliate Transaction, have approved such Affiliate Transaction, as evidenced by a resolution of its Board; and

        (3)   with respect to any Affiliate Transaction involving value of $75 million or more to the Company or such Restricted Subsidiary, the Board of the Company or such Restricted Subsidiary shall have received prior to the consummation of any portion of such Affiliate Transaction, a written opinion from an independent investment banking, valuation, accounting or appraisal firm of recognized national standing that such Affiliate Transaction is on terms that are fair to the Company or such Restricted Subsidiary from a financial point of view.

        The foregoing restrictions will not apply to:

        (1)   reasonable fees, compensation and benefit arrangements (including any such compensation in the form of Equity Interests not derived from Disqualified Capital Stock, together with loans and advances, the proceeds of which are used to acquire such Equity Interests) paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or its Subsidiaries as determined in good faith by the Board or senior management;

        (2)   any transaction solely between or among the Company and any of its Restricted Subsidiaries or between two or more Restricted Subsidiaries to the extent any such transaction is otherwise in compliance with, or not prohibited by, the Indenture;

        (3)   any Restricted Payment permitted by the terms of the covenant described above under the heading "—Certain Covenants—Restricted Payments" or any Permitted Investment;

        (4)   sales of Equity Interests (other than Disqualified Capital Stock) to any of the Company's Affiliates;

        (5)   the pledge of the Equity Interests of Unrestricted Subsidiaries or joint ventures to support the Indebtedness thereof;

        (6)   any transactions between the Company or any of its Restricted Subsidiaries and any Affiliate of the Company the Equity Interests of which Affiliate are owned solely by the Company or one or more of its Restricted Subsidiaries, on the one hand, and by persons who are not Affiliates of the Company or its Restricted Subsidiaries, on the other hand;

        (7)   payments and transactions contemplated by the Management Agreements, intellectual property licenses executed in connection therewith and payment of fees and expenses owing thereunder;

        (8)   payments and transactions contemplated by the Related Party Agreements and

        (9)   transactions pursuant to agreements existing on the Issue Date and any modification thereto or any transaction contemplated thereby in any replacement agreement therefor so long as such modification or replacement is not more disadvantageous to the Company or any of our

53

Restricted Subsidiaries in any material respect than the respective agreement existing on the Issue Date.

Additional Subsidiary Guarantees.

        The Company shall cause (i) any Material Restricted Subsidiary that is not a Guarantor and (ii) any Subsidiary that is not a Guarantor that becomes a guarantor under the Bank Credit Agreement after the Issue Date, to:

        (1)   execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company's obligations under the Notes and the Indenture on the terms set forth in the Indenture; and

        (2)   deliver to the Trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary.

Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of the Indenture.

No Layering.

        The Company will not, and will not permit any Guarantor to, incur or suffer to exist Indebtedness that is contractually subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also contractually subordinated in right of payment to the Notes or such Guarantor's Guarantee, as the case may be.

Lines of Business.

        The Obligors will not engage in any lines of business other than the Core Businesses and any Related Business.

Reports.

        Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the holders of Notes, with a copy to the Trustee:

        (1)   all quarterly and annual financial information that would be required to be contained in a filing or filings by the Company with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon by the Company's independent registered public accounting firm, and

        (2)   all current reports that would be required to be filed by the Company with the SEC on Form 8-K if the Company were required to file such reports,

in each case within 30 days of the time periods such filings would be due as specified in the SEC's rules and regulations; provided that such delivery requirement shall be deemed to have been satisfied if the Company files such information with the SEC via EDGAR or any successor thereto; provided, however, that the Trustee shall have no responsibility whatsoever to determine if such filing or posting has occurred.

        In addition, the Company will file such information with the SEC to the extent the SEC is accepting such filings. The Company has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act,

54

it will furnish to the holders of the Notes and to the prospective investors, upon their reasonable request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Indenture permits the Company to deliver the consolidated reports or financial information of the Company to comply with the foregoing requirements.

Events of Default and Remedies

        Each of the following constitutes an Event of Default:

        (1)   default for 30 days in the payment when due of interest on the Notes or the Guarantees;

        (2)   default in payment of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise;

        (3)   failure by any Obligor to comply with any of its other agreements in the Indenture, the Notes or the Guarantees for 60 days after written notice to the Company by the Trustee or by holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class;

        (4)   default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary of the Company (or the payment of which is guaranteed by the Company or any Restricted Subsidiary of the Company) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, which default:

        (a)   is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"), or

        (b)   results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 business days of receipt by the Company or any Restricted Subsidiary of the Company of such notice)

and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $50 million or more;

        (5)   failure by the Company or any Restricted Subsidiary of the Company to pay final judgments aggregating in excess of $50 million, net of any applicable insurance, the carrier or underwriter with respect to which has acknowledged liability in writing, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment or judgments become final and non-appealable; and

        (6)   certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries.

        If an Event of Default (other than an Event of Default with respect to certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries) occurs and is continuing, then and in every such case, the Trustee or the holders of not less than 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest and premium, if any, on all the Notes and Guarantees then outstanding to be due and payable, by a notice in writing to the Company (and to the Trustee, if given by holders) specifying the Event of Default and that it is a "notice of acceleration" and, upon delivery of such notice, the principal amount, together with any accrued and unpaid interest and premium, if any, on all Notes and Guarantees then outstanding will become immediately due and payable. Upon the

55

occurrence of specified Events of Default relating to bankruptcy, insolvency or reorganization with respect to the Company or any of its Significant Subsidiaries, the principal amount, together with any accrued and unpaid interest and premium and Additional Interest, if any, will immediately and automatically become due and payable, without the necessity of notice or any other action by any Person. Holders of the Notes may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the holders unless such holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.

        Notwithstanding clause (3) of the first paragraph above or any other provision of the Indenture, any failure to perform, or breach of, any covenant or agreement pursuant to "—Certain Covenants—Reports," shall not be a Default or an Event of Default until the 121st day after the Company has received the notice referred to in clause (3) of the first paragraph above (at which point, unless cured or waived, such failure to perform or breach shall constitute an Event of Default). Prior to such 121st day, remedies against the Company for any such failure or breach will be limited to Additional Interest at a rate per year equal to 0.25% of the principal amount of the Notes from the 60th day following such notice to and including the 120th day following such notice.

        The holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the holders of all of the Notes rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, or interest on the Notes or the Guarantees.

        The Company will be required to deliver to the Trustee annually statements regarding compliance with the Indenture.

No Personal Liability of Managers, Directors, Officers, Employees or Stockholders

        No past, present or future director, officer, employee, agent, manager, partner, member, incorporator or stockholder of the Company or any Guarantor (or of any stockholder of the Company), in such capacity, will have any liability for any obligations of any Obligor under the Notes, the Indenture or the Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Guarantees. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Legal Defeasance and Covenant Defeasance

        The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding Notes and all obligations of the Guarantors discharged with respect to their Guarantees ("Legal Defeasance") except for:

        (1)   the rights of holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due from the trust referred to below;

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        (2)   the Company's obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

        (3)   the rights, powers, trusts, duties and immunities of the Trustee, and the Company's obligations in connection therewith; and

        (4)   the Legal Defeasance provisions of the Indenture.

        In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and the Guarantors released with respect to certain covenants that are described in the Indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants shall not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "—Events of Default and Remedies" will no longer constitute an Event of Default with respect to the Notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

        (1)   the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest and duration fees on the outstanding Notes on the stated maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;

        (2)   in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that:

        (a)   the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or

        (b)   since the Issue Date, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

        (3)   in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

        (4)   no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from transactions occurring contemporaneously with the borrowing of funds, or the borrowing of funds, to be applied to such deposit);

        (5)   such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or

57

any of its Restricted Subsidiaries is bound (other than that resulting with respect to any Indebtedness being defeased from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to such Indebtedness, and the granting of Liens in connection therewith);

        (6)   the Company must deliver to the Trustee an officers' certificate stating that the deposit was not made by the Company with the intent of preferring the holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and

        (7)   the Company must deliver to the Trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Transfer and Exchange

        A holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a holder to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed. The registered holder of a Note will be treated as the owner of it for all purposes.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the Indenture or the Notes may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes).

        Without the consent of each holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting holder):

        (1)   reduce the principal amount of Notes whose holders must consent to an amendment, supplement or waiver,

        (2)   reduce the principal of or change the fixed maturity of any Note or change the optional redemption dates or optional redemption price of the Notes from those stated under "Optional Redemption",

        (3)   reduce the rate of or change the time for payment of interest on any Note,

        (4)   waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration),

        (5)   make any Note payable in money other than that stated in the Notes,

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        (6)   make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of or premium, if any, or interest on the Notes,

        (7)   waive a redemption payment with respect to any Note (other than a payment required by one of the conditions described above under the captions "—Repurchase at the Option of Holders—Change of Control" and "—Asset Sales"),

        (8)   contractually subordinate the Notes or the Guarantees to any other Indebtedness or

        (9)   make any change in the foregoing amendment and waiver provisions.

        Notwithstanding the foregoing, without notice to or the consent of any holder of Notes, the Obligors and the Trustee may amend or supplement the Indenture or the Notes to cure any ambiguity, defect or inconsistency as evidenced in an Officers' Certificate, to provide for uncertificated Notes or Guarantees in addition to or in place of certificated Notes or Guarantees, to provide for the assumption of the Obligors' obligations to holders of Notes in the case of a merger, consolidation or disposition of all or substantially all assets, to make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under the Indenture of any such holder, to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to comply with requirements of applicable Gaming Laws or to provide for requirements imposed by applicable Gaming Authorities, to allow any Guarantor to execute a Guarantee with respect to the Notes, to evidence and provide for the acceptance of an appointment of a successor trustee, to provide for the issuance of additional Notes in accordance with the provisions set forth in the Indenture or to conform the Indenture or the Notes to this "Description of the Notes." The consent of the Noteholders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Governing Law

        The Indenture will provide that it, the Notes and the Guarantees will be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

Satisfaction and Discharge

        The Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in the Indenture) as to all Notes issued thereunder, when:

        (1)   either:

        (a)   all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust), have been delivered to the Trustee for cancellation; or

        (b)   all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption (and all conditions to such redemption having been satisfied or waived) or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in

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U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and accrued interest to the date of maturity or redemption;

        (2)   the Company or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and

        (3)   the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

        In addition, the Company must deliver an officers' certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

        Upon compliance with the foregoing, the Trustee shall execute proper instrument(s) acknowledging the satisfaction and discharge of all of the Company's obligations under the Notes and the Indenture.

Concerning the Trustee

        The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue in certain circumstances or resign. The holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. In case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. However, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of Notes, unless such holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Certain Definitions

        Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

"Acquired Debt" means, with respect to any specified Person, Indebtedness of another Person and any of such other Person's Subsidiaries existing at the time such other Person becomes a Subsidiary of such Person or at the time it merges or consolidates with such Person or any of such Person's Subsidiaries or is assumed by such Person or any Subsidiary of such Person in connection with the acquisition of assets from such other Person and in each case not Incurred by such Person or any Subsidiary of such Person or such other Person in connection with, or in anticipation or contemplation of, such other Person becoming a Subsidiary of such Person or such acquisition, merger or consolidation.

"Affiliate" means, when used with reference to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, the referent Person. For the purposes of this definition, the term "control" when used with respect to any specified Person means the power to direct or cause the direction of management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "affiliated," "controlling" and "controlled" have meanings correlative of the foregoing.

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"Applicable Premium" means with respect to any Note on any redemption date, as determined by the Company, the greater of:

        (1)   1.0% of the principal amount of the Note; and

        (2)   the excess of:

        (a)   the present value at such redemption date of (i) the redemption price of the Note at March 1, 2016 (such redemption price being set forth in the table appearing above under the caption "—Optional Redemption") plus (ii) all required interest payments due on the Note through March 1, 2016 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

        (b)   the principal amount of the Note.

"Asset Acquisition" means:

        (1)   an Investment by any Obligor in any other Person pursuant to which such Person shall become an Obligor or a Restricted Subsidiary of an Obligor or shall be merged into or with any Obligor or Restricted Subsidiary of an Obligor, or

        (2)   the acquisition by any Obligor of assets of any Person comprising a division or line of business of such Person or all or substantially all of the assets of such Person.

"Asset Sale" means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other disposition (for purposes of this definition, each a "disposition") by any Obligor (including, without limitation, pursuant to any sale and leaseback transaction or any merger or consolidation of any Restricted Subsidiary of the Company with or into another Person (other than another Obligor) whereby such Restricted Subsidiary shall cease to be a Restricted Subsidiary of the Company) to any Person of:

        (1)   any property or assets of any Obligor (other than Capital Stock of any Unrestricted Subsidiary) to the extent that any such disposition is not in the ordinary course of business of such Obligor, or

        (2)   any Capital Stock of any Restricted Subsidiary (other than directors' qualifying shares or shares required by law to be held by a Person other than the Company or a Restricted Subsidiary), other than, in both cases:

        (a)   any disposition to the Company,

        (b)   any disposition to any Obligor or Restricted Subsidiary,

        (c)   any disposition that constitutes a Restricted Payment or a Permitted Investment that is made in accordance with the covenant described above under the caption "—Certain Covenants—Restricted Payments,"

        (d)   any transaction or series of related transactions resulting in Net Cash Proceeds to such Obligor of less than $25 million,

        (e)   any transaction that is consummated in accordance with the covenant described above under the caption "—Certain Covenants—Merger, Consolidation or Sale of Assets,"

        (f)    the sale or discount, in each case without recourse (direct or indirect), of accounts receivable arising in the ordinary course of business of the Company or such Restricted Subsidiary, as the case may be, but only in connection with the compromise or collection thereof,

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        (g)   any Permitted Lien or any other pledge, assignment by way of collateral security, grant of security interest, hypothecation or mortgage, permitted by the Indenture or any foreclosure, judicial or other sale, public or private, by the pledgee, assignee, mortgagee or other secured party of the subject assets,

        (h)   a disposition of assets constituting a Permitted Investment or a Restricted Payment that is permitted by the covenant described above under the caption "Certain Covenants—Restricted Payments,"

        (i)    transfers of damaged, worn-out or obsolete equipment or assets that, in the Company's reasonable judgment, are no longer used or useful in the business of the Company or its Restricted Subsidiaries (including the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Board, no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Restricted Subsidiaries),

        (j)    sales or grants of licenses or sublicenses to use the patents, trade secrets, know-how and other intellectual property, and licenses, leases or subleases of other assets of the Company or any Restricted Subsidiary to the extent not materially interfering with the business of the Company and the Restricted Subsidiaries,

        (k)   any exchange of like property pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, for use in a Related Business,

        (l)    sale or other disposition of cash or Cash Equivalents,

        (m)  any surrender or waiver of contractual rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind that occur in the ordinary course of the Company's or any Restricted Subsidiary's business,

        (n)   an issuance of Capital Stock by a Restricted Subsidiary to the Company or to another Restricted Subsidiary,

        (o)   foreclosures, condemnation or any similar action on assets or the granting of Liens not prohibited by the Indenture, or

        (p)   any leases of retail, restaurant or entertainment venues and other similar spaces within a Casino.

"Bank Credit Agreement" means the credit facility provided to the Company pursuant to the Credit Agreement, dated as of March 1, 2013, by and among the Company, the financial institutions from time to time named therein, and Deutsche Bank AG Cayman Islands Branch, as Administrative Agent, and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, in each case as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise), refinanced (including by means of sales of debt securities to institutional investors or other purchasers), modified, substituted or otherwise restructured (including, but not limited to, the inclusion of additional borrowers thereunder), in whole or in part from time to time whether or not with the same agent, trustee, representative lenders or holders and irrespective of any changes in the terms and conditions thereof. Without limiting the generality of the foregoing, the term "Bank Credit Agreement" shall include agreements in respect of Interest Swap Obligations and other Hedging Obligations with lenders party to the Bank Credit Agreement or their Affiliates.

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"Bankruptcy Law" means the United States Bankruptcy Code and any other bankruptcy, insolvency, receivership, reorganization, moratorium or similar law providing relief to debtors, in each case, as from time to time amended and applicable to the relevant case.

"Board" means (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; (2) with respect to a partnership, the board of directors (or any committee thereof duly authorized to act on behalf of such board) or other similar governing body of the controlling general partner of the partnership; (3) with respect to a limited liability company, the Person or Persons who are the managing member, members or managers or any controlling committee or managing member, members or managers thereof; and (4) with respect to any other Person, the board or committee or other body of such Person serving a similar function.

"Capital Stock" means:

        (1)   with respect to any Person that is a corporation, any and all shares, rights, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of common stock and preferred stock of such Person, and

        (2)   with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person.

"Capitalized Lease Obligation" means, as to any Person, the discounted rental stream payable by such Person that is required to be classified and accounted for as a capital lease obligation under GAAP and, for purposes of this definition, the amount of such obligation at any date shall be the capitalized amount of such obligation at such date, determined in accordance with GAAP. The final maturity of any such obligation shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without penalty.

"Cash Equivalents" means:

        (1)   Government Securities;

        (2)   marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within 12 months from the date of acquisition thereof by the Company or any Restricted Subsidiary and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody's;

        (3)   time deposits with, or insured certificates of deposit or bankers' acceptances of, any commercial bank that (i) is organized under the Laws of the United States, any state thereof or the District of Columbia or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, and (ii) has combined capital and surplus of at least $500,000,000, in each case with average maturities of not more than 12 months from the date of acquisition thereof;

        (4)   investments in commercial paper maturing within 12 months from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody's;

        (5)   fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (2) and (3) above and entered into with a commercial bank described in clause (3) above; and

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        (6)   Investments in money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P or Aaa by Moody's and (iii) have portfolio assets of at least $5,000,000,000.

"Casino" means any gaming establishment and other property or assets directly ancillary thereto or used in connection therewith, including any building, restaurant, hotel, theater, parking facilities, retail shops, land, golf courses and other recreation and entertainment facilities, marina, vessel, barge, ship and equipment.

"Change of Control" means the occurrence of any of the following:

        (1)   the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one transaction or a series of related transactions, of all or substantially all of the assets of the Company, or the Company and its Restricted Subsidiaries taken as a whole, to any "person" (as such term is used in Section 13(d)(3) of the Exchange Act) other than to a Permitted Holder;

        (2)   the adoption, or, if applicable, the approval of any requisite percentage of the Company's stockholders of a plan relating to the liquidation or dissolution of the Company; or

        (3)   the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above) other than a Permitted Holder becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that a person shall be deemed to have "beneficial ownership" of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition), directly or indirectly, of more than 50% of the Voting Stock of the Company (measured by voting power rather than number of shares), other than in connection with any transaction or transactions in which the Company shall become the wholly owned Subsidiary of a parent company and, thereafter, the foregoing shall instead apply to such parent company.

"Consolidated Coverage Ratio" means, with respect to any Person on any Determination Date, the ratio of:

        (1)   Consolidated EBITDAM for the period of four consecutive fiscal quarters most recently ended prior to such date for which internal financial reports are available, ended not more than 135 days prior to such date, to

        (2)   Consolidated Interest Expense during such period (other than non-cash Consolidated Interest Expense attributable to the Notes and loans under the Bank Credit Agreement);

provided that the Consolidated Coverage Ratio shall be calculated giving pro forma effect, as of the beginning of the applicable period, to any Asset Acquisition, Incurrence, repayment or redemption of Indebtedness (including the Notes), issuance or redemption of Disqualified Capital Stock, Asset Sale, designation of an Unrestricted Subsidiary as a Restricted Subsidiary or designation of a Restricted Subsidiary as an Unrestricted Subsidiary, at any time during or subsequent to such period, but on or prior to the applicable Determination Date.

        In making such computation, Consolidated Interest Expense:

        (1)   attributable to any Indebtedness bearing a floating interest rate shall be computed on a pro forma basis as if the rate in effect on the date of computation had been the applicable rate for the entire period (except that such interest on Indebtedness, to the extent covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements); or

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        (2)   attributable to interest on any Indebtedness under a revolving Credit Facility shall be computed on a pro forma basis based upon the average daily balance of such Indebtedness outstanding during the applicable period.

        It is understood that the Company may rely on internal or publicly reported financial reports even though there may be subsequent adjustments (including review and audit adjustments) to such financial statements. For avoidance of doubt, any action taken or not taken in compliance with a covenant in the Indenture which is based upon or made in reliance on a computation of the Consolidated Coverage Ratio by the Company based on such internal or publicly reported financial statements shall be deemed to continue to comply with the applicable covenant, notwithstanding any subsequent adjustments that may result in changes to such internal or publicly reported financial statements.

        For purposes of calculating Consolidated EBITDAM and Consolidated Interest Expense of the Company for the most recently completed period of four full fiscal quarters ending on the last day of the last quarter for which internal financial statements are available (such period of four fiscal quarters, the "Measurement Period"), not more than 135 days prior to the transaction or event giving rise to the need to calculate the Consolidated EBITDAM and Consolidated Interest Expense,

        (1)   any Person that is a Restricted Subsidiary on such Determination Date (or would become a Restricted Subsidiary on such Determination Date in connection with the transaction that requires the determination of the Consolidated Coverage Ratio) shall be deemed to have been a Restricted Subsidiary at all times during such Measurement Period,

        (2)   any Person that is not a Restricted Subsidiary on such Determination Date (or would cease to be a Restricted Subsidiary on such Determination Date in connection with the transaction that requires the determination of the Consolidated Coverage Ratio) will be deemed not to have been a Restricted Subsidiary at any time during such Measurement Period,

        (3)   if the Company or any Restricted Subsidiary shall have in any manner

        (a)   acquired (including through an Asset Acquisition or the commencement of activities constituting such operating business) any operating business or commenced operation of any Project during such Measurement Period or after the end of such Measurement Period and on or prior to the Determination Date, or

        (b)   disposed of (including by way of an Asset Sale or the termination or discontinuance of activities constituting such operating business) any operating business during such Measurement Period or after the end of such Measurement Period and on or prior to the Determination Date, such calculation shall be made on a pro forma basis in accordance with GAAP as if, in the case of an Asset Acquisition or the commencement of activities constituting such operating business or operation of such Project, all such transactions had been consummated or effected on the first day of such Measurement Period and, in the case of an Asset Sale or termination or discontinuance of activities constituting such operating business, all such transactions had been consummated prior to the first day of such Measurement Period; provided, however, that (i) such pro forma adjustment shall not give effect to the Consolidated EBITDAM of any acquired Person to the extent that such Person's net income would be excluded pursuant to clause (8) of the definition of Consolidated Net Income and (ii) such pro forma adjustment shall give effect to any pro forma expense and cost reductions that have occurred or are reasonably expected to occur within the 12-month period following the consummation of the transaction, in the reasonable judgment of the chief financial officer or chief accounting officer of the Company (to the extent such expense or cost savings could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the SEC related thereto), provided that such adjustments are set forth in an officer's certificate

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signed by the chief financial officer or chief accounting officer of the Company which states (A) the amount of such adjustment or adjustments, (B) that such adjustment or adjustments are based on the reasonable good faith belief of the Company at the time of such execution and (C) that any related incurrence of Indebtedness is permitted pursuant to the Indenture; and

        (4)   any Indebtedness Incurred and proceeds thereof received and applied as a result of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio will be deemed to have been so Incurred, received and applied on the first day of such Measurement Period.

"Consolidated EBITDAM" means, with respect to any Person for any period, the sum (without duplication) of:

        (1)   the Consolidated Net Income of such Person for such period, plus

        (2)   to the extent that any of the following shall have been taken into account in determining such Consolidated Net Income, and without duplication:

        (a)   all income taxes of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period (other than income taxes attributable to extraordinary or nonrecurring gains or losses or taxes attributable to sales or dispositions of assets outside the ordinary course of business),

        (b)   the Consolidated Interest Expense of such Person for such period,

        (c)   depreciation and amortization expense (including the amortization of deferred financing charges) and any amortization or write-off of goodwill or other intangible assets and depreciation expense for such Person and its Restricted Subsidiaries for such period,

        (d)   all other non-cash items (other than non-cash interest) of such Person or any of its Restricted Subsidiaries reducing such Consolidated Net Income for such period, other than any non-cash item for such period that requires the accrual of or a reserve for cash charges for any future period,

        (e)   any net after-tax losses from all sales or dispositions of assets outside of the ordinary course of business,

        (f)    any net after-tax extraordinary or non-recurring losses and losses on early extinguishment of debt,

        (g)   management fees paid by the Company or its Restricted Subsidiaries pursuant to the Management Agreements,

        (h)   any non-recurring costs or expenses of an acquired company or business incurred in connection with the purchase or acquisition of such acquired company or business by such Person (including any restructuring expenses or charges) and any non-recurring adjustments necessary to conform the accounting policies of the acquired company or business to those of such Person,

        (i)    the amount of interest expense attributable to minority equity interests of third parties in any non-wholly owned Subsidiary to the extent paid by third parties,

        (j)    any losses attributable to Interest Swap Obligations and Hedging Obligations permitted to be Incurred by clause (7) of Permitted Indebtedness,

        (k)   payments made in cash to the Company or any Restricted Subsidiary by any Unrestricted Subsidiary to reimburse expenses pursuant to the Management Agreements or the Cost Allocation Agreements,

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        (l)    non-cash charges relating to compensation expense in connection with benefits provided under employee stock option plans, restricted stock plans and other equity compensation arrangements, and

        (m)  all non-cash losses from investments recorded using the equity method, less

        (3)   (a) all non-cash items of such Person or any of its Restricted Subsidiaries increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, (b) all cash payments during such period relating to non-cash items that were added back in determining Consolidated EBITDAM in any prior period and (c) solely for the purpose of calculating either the Consolidated Coverage Ratio or the Consolidated Secured Leverage Ratio distributions made by the Company to the Holding Companies during such period pursuant to clause (13) under "Certain Covenants—Restricted Payments," plus

        (4)   pre-opening expenses, plus

        (5)   the New Property EBITDAM for such period of any New Property, to the extent not subsequently sold, transferred or otherwise disposed of by the Company or the Restricted Subsidiary that owns such New Property, plus

        (6)   solely for the purpose of calculating either the Consolidated Coverage Ratio or the Consolidated Secured Leverage Ratio, cash restructuring charges or reserves (including restructuring costs related to acquisitions and to closure/consolidation of facilities) and unusual or non-recurring charges (other than pre-opening expenses), including severance, relocation and costs and curtailments or modifications to pension and post-retirement employee benefit plans; provided that the aggregate amount added-back pursuant to this clause (6) with respect to any period shall not exceed 2.5% of Consolidated EBITDAM for such period, plus

        (7)   Company Tax Payments paid or accrued for such period.

"Consolidated Interest Expense" means, with respect to any Person for any period, the sum of:

        (1)   the consolidated interest expense of such Person and its Restricted Subsidiaries paid or accrued during such period (including the interest component of any deferred payment obligations, the interest component of all payments associated with Capitalized Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net payments (if any) pursuant to Hedging Obligations or Interest Swap Obligations); provided, however, that Consolidated Interest Expense shall not include either (x) amortization or write-offs of debt issuance costs and deferred financing costs (including, without limitation, related to the original issuance of the Notes or any financing consummated prior thereto), (y) any expensing of commitment or other financing fees or (z) write-offs relating to termination of interest rate swap arrangements related to the original issuance of the Notes, and

        (2)   the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period, and

        (3)   any interest accruing on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries, and

        (4)   the product of:

        (a)   all dividend payments on any series of preferred stock of such Person or any of its Restricted Subsidiaries (other than dividends paid in Qualified Capital Stock); provided that with respect to any series of preferred stock that did not pay cash dividends during such period but that is required to pay cash dividends during any period prior to the maturity date of the Notes, cash dividends shall be deemed to have been paid with respect to such series of preferred stock during the period of accrual for purposes of this clause (4); times

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        (b)   a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory income tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

"Consolidated Net Income" means, with respect to any Person for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided, however, that there shall be excluded therefrom:

        (1)   net after-tax gains and losses from all sales or dispositions of assets outside of the ordinary course of business,

        (2)   net after-tax extraordinary or non-recurring gains or losses and losses on early extinguishment of debt;

        (3)   any after-tax effect of income (loss) from the early extinguishment, conversion or cancellation of debt, Interest Swap Obligations, Hedging Obligations or other derivative instruments;

        (4)   any impairment charge or asset write-off, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP;

        (5)   the effect of marking to market Interest Swap Obligations and Hedging Obligations permitted to be Incurred by clause (7) of Permitted Indebtedness,

        (6)   the cumulative effect of a change in accounting principles,

        (7)   any net income of any other Person if such other Person is not a Subsidiary and is accounted for by the equity method of accounting, except that such Person's equity in the net income of any such other Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash and the fair market value of property actually distributed by such other Person during such period to such Person or a Restricted Subsidiary as a dividend or other distribution (subject, in case of a dividend or other distribution to a Restricted Subsidiary, to the limitation that such amount so paid to a Restricted Subsidiary shall be excluded to the extent that such amount could not at that time be paid to the Company due to the restrictions set forth in clause (8) below),

        (8)   solely for the purpose of determining the amount available for Restricted Payments under Section 3(a) of the first paragraph of the covenant described under "Certain Covenants—Restricted Payments," any net income of any Restricted Subsidiary that is not a Guarantor if such Restricted Subsidiary is subject to restrictions, directly or indirectly, by contract, operation of law, pursuant to its charter or otherwise on the payment of dividends or the making of distributions by such Restricted Subsidiary to such Person except that:

        (a)   such Person's equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash that could have been paid or distributed during such period to such Person as a dividend or other distribution (provided that such ability is not due to a waiver of such restriction), and

        (b)   such Person's equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income regardless of any such restriction,

        (9)   any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Issue Date,

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        (10) income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued),

        (11) in the case of a successor to such Person by consolidation or merger or as a transferee of such Person's assets, any net income or loss of the successor corporation prior to such consolidation, merger or transfer of assets,

        (12) non-cash charges relating to compensation expense in connection with benefits provided under employee stock option plans, restricted stock plans and other equity compensation arrangements,

        (13) any net unrealized gains and losses resulting from Hedging Obligations and the application of ASC Topic 815 will be excluded;

        (14) any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted under the Indenture, to the extent actually reimbursed, or, so long as the Company has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days);

        (15) to the extent covered by insurance and actually reimbursed, or, so long as the Company has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is in fact reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or business interruption;

        (16) the net income (but not loss) of any Unrestricted Subsidiary, except that the Company's or any Restricted Subsidiary's equity in the net income of any Unrestricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Unrestricted Subsidiary during such period to the Company or a Restricted Subsidiary as a dividend or other distribution,

        (17) any fees, expenses, premiums and other charges in connection with the issuance of the Notes, the incurrence of Indebtedness under the Bank Credit Agreement or any other issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction, amendment or other modification of any debt instrument, acquisition, investment or asset disposition,

        (18) payments made in cash to the Company or any Restricted Subsidiary by any Unrestricted Subsidiary pursuant to the Management Agreements or the Cost Allocation Agreements, and

        (19) payments made by the Company or a Restricted Subsidiary to an Unrestricted Subsidiary pursuant to the Subsidiary Tax Sharing Agreement;

provided further that Consolidated Net Income shall be reduced by all Corporate Expense Payments and Company Tax Payments paid or accrued for such period.

"Consolidated Net Tangible Assets" means, as of any Determination Date, the total amount of assets that would appear on the consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of the most recently completed fiscal quarter for which financial statements are available, less the sum of (i) the goodwill, net, and other intangible assets and (ii) all current liabilities (other than any current portion of long-term Indebtedness), in each case as they would

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appear on the consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of the most recently completed fiscal quarter for which financial statements are available, determined on a consolidated basis in accordance with GAAP.

"Consolidated Secured Leverage Ratio" means, with respect to any Person on any Determination Date, the ratio of (a) the aggregate amount of consolidated Indebtedness (or, in the case of Indebtedness issued at less than its principal amount at maturity, the accreted value thereof) of such Person and its Restricted Subsidiaries as of such Determination Date that is secured by a lien on the assets or property of such Person or any of its Restricted Subsidiaries to (b) Consolidated EBITDAM for the period of four consecutive fiscal quarters most recently ended prior to such date for which internal financial reports are available, ended not more than 135 days prior to such date (the "Reference Period"), provided that:

        (1)   any Person that is a Restricted Subsidiary on such Determination Date (or would become a Restricted Subsidiary on such Determination Date in connection with the transaction that requires the determination of the Consolidated Coverage Ratio) shall be deemed to have been a Restricted Subsidiary at all times during such Measurement Period,

        (2)   any Person that is not a Restricted Subsidiary on such Determination Date (or would cease to be a Restricted Subsidiary on such Determination Date in connection with the transaction that requires the determination of the Consolidated Coverage Ratio) will be deemed not to have been a Restricted Subsidiary at any time during such Measurement Period,

        (3)   if the Company or any Restricted Subsidiary shall have in any manner

        (a)   acquired (including through an Asset Acquisition or the commencement of activities constituting such operating business) any operating business or commenced operation of any Project during such Measurement Period or after the end of such Measurement Period and on or prior to the Determination Date, or

        (b)   disposed of (including by way of an Asset Sale or the termination or discontinuance of activities constituting such operating business) any operating business during such Measurement Period or after the end of such Measurement Period and on or prior to the Determination Date, such calculation shall be made on a pro forma basis in accordance with GAAP as if, in the case of an Asset Acquisition or the commencement of activities constituting such operating business or operation of such Project, all such transactions had been consummated or effected on the first day of such Measurement Period and, in the case of an Asset Sale or termination or discontinuance of activities constituting such operating business, all such transactions had been consummated prior to the first day of such Measurement Period; provided, however, that (i) such pro forma adjustment shall not give effect to the Consolidated EBITDAM of any acquired Person to the extent that such Person's net income would be excluded pursuant to clause (8) of the definition of Consolidated Net Income and (ii) such pro forma adjustment shall give effect to any pro forma expense and cost reductions that have occurred or are reasonably expected to occur within the 12-month period following the consummation of the transaction, in the reasonable judgment of the chief financial officer or chief accounting officer of the Company (to the extent such expense or cost savings could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the SEC related thereto), provided that such adjustments are set forth in an officer's certificate signed by the chief financial officer or chief accounting officer of the Company which states (A) the amount of such adjustment or adjustments, (B) that such adjustment or adjustments are based on the reasonable good faith belief of the Company at the time of such execution and (C) that any related incurrence of Indebtedness is permitted pursuant to the Indenture; and

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        (4)   any Indebtedness Incurred and proceeds thereof received and applied as a result of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio will be deemed to have been so Incurred, received and applied on the first day of such Measurement Period.

        For purposes of this definition, in calculating Consolidated EBITDAM and the aggregate amount of secured Indebtedness of the Company and its Restricted Subsidiaries, Consolidated EBITDAM and secured Indebtedness attributable to discontinued operations will be excluded.

"Core Businesses" means (a) the gaming, card club, racing, sports, entertainment, amusement, lodging, restaurant, retail operations, service station operations, riverboat operations, real estate development and all other businesses and activities necessary for or reasonably related or incident thereto, including, without limitation, related acquisition, construction, development or operation of related truck stop, transportation, retail and other facilities designed to enhance any of the foregoing and (b) any of the types of pre-existing businesses being operated on land acquired (whether by purchase, lease or otherwise) by an Obligor, or similar types of businesses conducted by such Obligor after such acquisition of land, and all other businesses and activities necessary for or reasonably related or incident thereto, provided that such land was acquired by such Obligor for the purpose, determined in good faith by the Company, of ultimately conducting a business or activity described in clause (a) above at some time in the future.

"Cost Allocation Agreements" means the Landco Cost Allocation Agreement.

"Credit Facilities" means, with respect to any Obligor, one or more debt facilities (including, without limitation, the Bank Credit Agreement), indentures or commercial paper facilities with any combination of banks, other institutional lenders or other institutional lenders or accredited or institutional investors, providing for revolving credit loans, term loans, terms debt, debt securities, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise), refinanced (including by means of sales of debt securities to institutional investors), modified, substituted or otherwise restructured (including, but not limited to, the inclusion of additional borrowers thereunder), in whole or in part from time to time by the same or different institutional investors or other purchasers. Without limiting the generality of the foregoing, the term "Credit Facilities" shall include agreements in respect of Interest Swap Obligations and other Hedging Obligations with lenders party to the Credit Facilities or their affiliates.

"Default" means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

"Determination Date" means, with respect to any calculation, the date on or as of which such calculation is made in accordance with the terms hereof.

"Disqualified Capital Stock" means any Capital Stock which by its terms (or by the terms of any security into which it is, by its terms, convertible or for which it is, by its terms, exchangeable at the option of the holder thereof), or upon the happening of any specified event (other than a Change of Control), is required to be redeemed or is redeemable (at the option of the holder thereof) at any time prior to the earlier of the repayment of all Notes or the stated maturity of the Notes or is exchangeable at the sole option of the holder (except upon a Change of Control) thereof for Indebtedness at any time prior to the earlier of the repayment of all Notes or the stated maturity of the Notes.

"Domestic Restricted Subsidiary" means any Restricted Subsidiary that is a Person organized under the laws of the United States or any state thereof or the District of Columbia.

"Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

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"Equity Offering" means any public or private sale of Qualified Capital Stock.

"Event of Default" means the occurrence of any of the events described under the caption "—Events of Default and Remedies," after giving effect to any applicable grace periods or notice requirements.

"Fertitta Entertainment" means Fertitta Entertainment LLC, a Delaware limited liability company, and its successors.

"Fertitta Family Entity" means any trust or entity one hundred percent (100%) owned and controlled by or established for the sole benefit of, or the estate of, any of Frank J. Fertitta III or Lorenzo J. Fertitta or their spouses or lineal descendants (including, without limitation, adopted children and their lineal descendants).

"Fertitta Holder" means (a) Frank J. Fertitta III or Lorenzo J. Fertitta or any of their spouses or lineal descendants (including, without limitation, adopted children and their lineal descendants) or (b) a Fertitta Family Entity.

"Fertitta Interactive" means SC Interactive Investor LLC, a Nevada limited liability company and its successors.

"FF&E Financing" means Indebtedness, the proceeds of which will be used to finance the acquisition or lease by the Company or its Restricted Subsidiaries of furniture, fixtures or equipment ("FF&E") used in the operation of their respective businesses.

"GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect from time to time; provided that, except as otherwise specifically provided, all calculations made for purposes of determining compliance with the terms of the Indenture shall utilize GAAP as in effect as of the Issue Date.

"Gaming Approval" means any governmental approval, license, permit, registration, qualification or finding of suitability relating to any gaming business, operation or enterprise.

"Gaming Authority" means any applicable governmental, regulatory or administrative state or local agency, authority, board, bureau, commission, department or instrumentality of any nature whatsoever involved in the supervision or regulation of casinos, gaming and gaming activities, including, without limitation, in the State of Nevada, the Nevada Gaming Commission, the Nevada State Gaming Control Board, and any of their respective successors or replacements.

"Gaming Law" means all Laws pursuant to which a Gaming Authority possesses licensing, permit or regulatory authority over casinos, gaming and gaming activities conducted within its jurisdiction, or the ownership of an entity engaged therein.

"Global Note" means a permanent global note in registered form deposited with the Trustee, as a custodian for The Depository Trust Company or any other designated depository.

"Government Securities" means marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency or instrumentality thereof and backed by the full faith and credit of the United States, in each case maturing within 12 months from the date of acquisition thereof by any Obligor or any Restricted Subsidiary.

"Governmental Authority" means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central

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bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including, without limitation, all Gaming Authorities.

"Guarantee" means a guarantee by a Guarantor of the Obligations of the Company arising under or in connection with the Notes.

"Guarantor" means each Material Restricted Subsidiary of the Company in existence on the Issue Date, any future Material Restricted Subsidiary of the Company and any future Subsidiary that is a guarantor under the Bank Credit Agreement, in each case which has guaranteed the obligations of the Company arising under or in connection with the Notes as required by the Indenture; provided that any Person constituting a Guarantor as described above shall cease to constitute a Guarantor when its respective Guarantee is released in accordance with the terms of the Indenture.

        "GVR Management Agreement" means that certain Management Agreement, dated as of June 16, 2011, as amended by the First Amendment to Management Agreement, dated as of November 8, 2011, and the Second Amendment to Management Agreement, dated as of April 26, 2012, between the Station GVR Acquisition, LLC and FE GVR Management LLC.

"Hedging Obligations" means all obligations of the Obligors or any Domestic Restricted Subsidiary that is not an Obligor arising under or in connection with any rate or basis swap, forward contract, commodity swap or option, equity or equity index swap or option, bond, note or bill option, interest rate option, foreign currency exchange transaction, cross currency rate swap, currency option, cap, collar or floor transaction, swap option, synthetic trust product, synthetic lease or any similar transaction or agreement.

"Holdco" means Station Holdco LLC, a Delaware limited liability company.

"Holding Company" means each of Holdco, Voteco, and each other Person that owns a direct or indirect interest in any such Holding Company.

"Holding Company Tax Distribution Agreement" means that certain Tax Sharing Agreement, dated as of June 16, 2011, between the Company and Holdco.

"Incur" means, with respect to any Indebtedness of any Person or any Lien, to create, issue, incur (by conversion, exchange or otherwise), assume, guarantee or otherwise become liable in respect of such Indebtedness or Lien or the recording, as required pursuant to GAAP or otherwise, of any such Indebtedness on the balance sheet of such Person (and "Incurrence," "Incurred," "Incurrable" and "Incurring" shall have meanings correlative to the foregoing).

"Indebtedness" means with respect to any Person, without duplication, whether contingent or otherwise,

        (1)   any obligations for money borrowed,

        (2)   any obligation evidenced by bonds, debentures, notes or other similar instruments,

        (3)   Letter of Credit Obligations and obligations in respect of other similar instruments,

        (4)   any obligations to pay the deferred purchase price of property or services, including Capitalized Lease Obligations,

        (5)   the maximum fixed redemption or repurchase price of Disqualified Capital Stock,

        (6)   Indebtedness of other Persons of the types described in clauses (1) through (5) above, secured by a Lien on the assets of such Person or its Restricted Subsidiaries, valued, in such cases where the recourse thereof is limited to such assets, at the lesser of the principal amount of such Indebtedness or the fair market value of the subject assets,

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        (7)   Indebtedness of other Persons of the types described in clauses (1) through (5) above, guaranteed by such Person or any of its Restricted Subsidiaries, and

        (8)   the net obligations of such Person under Hedging Obligations and Interest Swap Obligations,

provided that the amount of any Indebtedness at any date shall be calculated as the outstanding balance of all unconditional obligations and the maximum liability supported by any contingent obligations at such date.

        Notwithstanding the foregoing, "Indebtedness" shall not be construed to include trade payables, deferred payments in respect of services by employees, credit on open account, accrued liabilities, provisional credit, daylight overdrafts or similar items. For purposes of this definition, the "maximum fixed redemption or repurchase price" of any Disqualified Capital Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were repurchased on the date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined in good faith by the Board of the issuing Person. Unless otherwise specified in the Indenture, the amount outstanding at any time of any Indebtedness issued with original issue discount is the full amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP.

"Interest Swap Obligations" means the net obligations of any Person under any interest rate protection agreement, interest rate future, interest rate option, interest rate swap, interest rate cap, collar or floor transaction or other interest rate Hedging Obligation.

"Investment" by any Person means, without duplication, any direct or indirect:

        (1)   loan, advance or other extension of credit or capital contribution (valued at the fair market value thereof as of the date of contribution or transfer) (by means of transfers of cash or other property or services for the account or use of other Persons, or otherwise, other than a Permitted Lien under clause (15) of the definition of Permitted Liens);

        (2)   purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by any other Person (whether by merger, consolidation, amalgamation or otherwise and whether or not purchased directly from the issuer of such securities or evidences of Indebtedness); and

        (3)   guarantee or assumption of any Indebtedness or any other obligation of any other Person (except for any assumption of Indebtedness for which the assuming Person receives consideration at the time of such assumption in the form of property or assets with a fair market value at least equal to the principal amount of the Indebtedness assumed); and

        (4)   all other items that would be classified as investments on a balance sheet of such Person prepared in accordance with GAAP.

        Notwithstanding the foregoing, the purchase or acquisition of any securities, Indebtedness or Productive Assets of any other Person solely with Qualified Capital Stock shall not be deemed to be an Investment. The term "Investments" shall also exclude extensions of trade credit and advances to customers and suppliers to the extent made in the ordinary course of business on ordinary business terms. The amount of any non-cash Investment shall be the fair market value of such Investment, as determined in good faith by management of the Company or the affected Restricted Subsidiary, as applicable, unless the fair market value of such Investment exceeds $20 million, in which case the fair market value shall be determined in good faith by the Board of such Person, as of the time such Investment is made or such other time as specified in the Indenture. Unless otherwise required by the

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Indenture, the amount of any Investment shall not be adjusted for increases or decreases in value, or write-ups, writedowns or write-offs subsequent to the date such Investment is made with respect to such Investment.

"Issue Date" means March 1, 2013.

"LandCo" means CV PropCo, LLC, a Nevada limited liability company.

"LandCo Cost Allocation Agreement" means that certain Cost Allocation Agreement, dated as of June 16, 2011, among the Company, Landco Holdings and the Subsidiaries of Landco Holdings party thereto from time to time.

"LandCo Holdings" means NP Landco Holdco, LLC, a Nevada limited liability company.

        "LandCo Management Agreement" means that certain Management Agreement, dated as of June 16, 2011, as amended by the First Amendment to Management Agreement, dated as of April 26, 2012, between the Company and FE Landco Management LLC.

"LandCo Support Agreement" means that certain Limited Support Agreement and Recourse Guaranty, dated as of June 16, 2011, executed by the Company.

"LandCo Tax Sharing Agreement" means that certain Tax Sharing Agreement, dated as of June 16, 2011, among the Company, Landco Holdings, Landco and NP Tropicana LLC.

"Laws" means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law (including, without limitation, any Gaming Law).

"Letter of Credit Obligations" means Obligations of an Obligor arising under or in connection with letters of credit.

"Lien" means, with respect to any assets, any mortgage, lien, pledge, charge, security interest or other similar encumbrance (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof).

"Management Agreements" means (i) the Propco Management Agreement, the OpCo Management Agreement, the LandCo Management Agreement, the GVR Management Agreement and the Manager Allocation Agreement, each as the same may be amended, modified or replaced from time so long as such amendment, modification or replacement is not more disadvantageous to the Company or any of its Restricted Subsidiaries in any material respect than the agreement in place at the time of such amendment, modification or replacement and (ii) any agreements entered into following the Issue Date by and among Fertitta Entertainment or any Subsidiary thereof and the Company or any Subsidiary thereof so long as such new agreement is approved by a majority of the disinterested members of the Board of the Company.

"Manager Allocation Agreement" means that certain Manager Allocation Agreement, dated as of June 16, 2011, among the Company, Fertitta Entertainment LLC and the Subsidiaries of Fertitta Entertainment LLC party thereto.

"Material Restricted Subsidiary" means any Subsidiary which is both a Material Subsidiary and a Restricted Subsidiary.

"Material Subsidiary" means any Subsidiary of the Company organized under the laws of the United States or any state thereof or the District of Columbia, other than a Non-Material Subsidiary.

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"Moody's" means Moody's Investors Services, Inc., and any successor to its rating agency business.

"Native American Investments" means any Investment made pursuant to any management, construction, development, support or similar agreement by and between the Company or any of its Subsidiaries or Affiliates and a Native American Tribe or instrumentality thereof.

"Native American Subsidiary" means each Subsidiary of the Company that is engaged exclusively in the business of managing, constructing, developing, servicing, and otherwise supporting gaming, lodging and other related businesses under the auspices of a Native American tribe, band or other forms of government and does not own any interest in any principal property of the Company or any Equity Interests in any Person that is not itself a Native American Subsidiary.

"Net Cash Proceeds" means with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents received by any Obligor from such Asset Sale, net of:

        (1)   reasonable out-of-pocket expenses, fees and other direct costs relating to such Asset Sale (including, without limitation, brokerage, legal, accounting and investment banking fees and sales commissions),

        (2)   taxes, or tax distributions, paid or payable after taking into account any reduction in tax liability due to available tax credits or deductions and any tax sharing arrangements,

        (3)   repayment of Indebtedness (other than any intercompany Indebtedness) that is required by the terms thereof to be repaid or pledged as cash collateral, or the holders of which otherwise have a contractual claim that is legally superior to any claim of the holders (including a restriction on transfer) to the proceeds of the subject assets, in connection with such Asset Sale, and

        (4)   appropriate amounts to be provided by any applicable Obligor, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by any applicable Obligor including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale and any reserve for adjustment to the sale price received in such Asset Sale for so long as such reserve is held.

        "New Property" means, with respect to any period, any new hotel and/or casino and related amenities (as opposed to any expansion to existing properties) owned or managed by the Company or its Restricted Subsidiaries and opened for business to the public during such period.

        "New Property EBITDAM" means, with respect to any New Property for any period, the amount for such period of Consolidated EBITDAM of such New Property (determined as if references to the Company and the Restricted Subsidiaries in the definition of "Consolidated EBITDAM" (and in the component financial definitions used therein) were references to the Person that owns such New Property and its applicable Subsidiaries), all as determined on a consolidated basis for such New Property; provided that, for any period, if the New Property was not opened on the first day of such period, then the New Property EBITDAM for such period shall be equal to (i) the actual Consolidated EBITDAM for such New Property during such period as determined above, divided by (ii) the number of days during such period from and after the opening of such New Property, times (iii) the total number of days in such period.

"Non-Competition Agreement" means that certain Non-Competition Agreement, dated as of June 16, 2011, among the Company, Fertitta Entertainment LLC, FI Station Investor LLC, FE Propco Management LLC, FE Opco Management LLC, FE GVR Management LLC, Frank J. Fertitta, III, Lorenzo J. Fertitta, German American Capital Corporation and JPMorgan Chase Bank, N.A.

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"Non-Material Subsidiaries" means all Restricted Subsidiaries designated by the Company to the Trustee as Non-Material Subsidiaries; provided, that (i) no such Restricted Subsidiary may have assets (attributable to the Company's and its Restricted Subsidiaries' equity interest in such entity) having a fair market value in excess of $25 million and (ii) all such Restricted Subsidiaries may not in the aggregate at any time have assets (attributable to the Company's and its Restricted Subsidiaries' equity interest in such entity) constituting more than 3.0% of the Company's Consolidated Net Tangible Assets based on the Company's most recent internal financial statements.

"Non-Recourse Indebtedness" means Indebtedness of an Unrestricted Subsidiary

        (1)   as to which none of the Obligors:

        (a)   provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness),

        (b)   is directly or indirectly liable (as a guarantor or otherwise), or

        (c)   constitutes the lender, and

        (2)   no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness (other than the Notes) of any Obligor to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

"Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, whether absolute or contingent, payable under the documentation governing any Indebtedness.

"Obligor" means the Company or any Guarantor, and any successor obligor upon the Notes and the Guarantees, respectively.

"OpCo Holdings" means NP Opco Holdings LLC, a Nevada limited liability company.

"OpCo Management Agreement" means that certain Management Agreement, dated as of June 16, 2011, as amended by the First Amendment to Management Agreement, dated as of April 26, 2012, between the Company and FE Opco Management LLC.

"Paying Agent" means the Person so designated by the Company in accordance with the Indenture, initially the Trustee.

"Permitted Holder" means the Fertitta Holder and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, the Fertitta Holder, collectively, has beneficial ownership of at least 49.9% of the Voting Stock of the Company or any of its direct or indirect parent companies. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

"Permitted Investments" means, without duplication, each of the following:

        (1)   Investments in cash (including deposit accounts with major commercial banks) and Cash Equivalents;

        (2)   Investments by the Company or a Restricted Subsidiary in the Company or any Restricted Subsidiary or any Person that is or will immediately become upon giving effect to such Investment,

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or as a result of which, such Person is merged, consolidated or liquidated into, or conveys substantially of all its assets to, an Obligor or a Restricted Subsidiary;

        (3)   Investments existing on the Issue Date;

        (4)   accounts receivable created or acquired in the ordinary course of business of the Company or any Restricted Subsidiary on ordinary business terms;

        (5)   Investments arising from transactions by the Company or a Restricted Subsidiary with trade creditors, contract parties, lessees or customers in the ordinary course of business (including any such Investment received pursuant to any plan of reorganization or similar arrangement pursuant to the bankruptcy or insolvency of such trade creditors, contract parties, lessees or customers or otherwise in settlement of a claim);

        (6)   Investments made as the result of non-cash consideration received from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "—Repurchase at the Option of Holders—Assets Sales";

        (7)   Investments consisting of advances to (or guarantees of third party loans to) officers, directors and employees of the Company or a Restricted Subsidiary for travel, entertainment, relocation, purchases of Capital Stock of the Company or a Restricted Subsidiary permitted by the Indenture and analogous ordinary business purposes, not to exceed $10 million;

        (8)   Hedging Obligations and Interest Swap Obligations otherwise in compliance with the Indenture;

        (9)   any guarantee of Indebtedness permitted by the covenant described under "Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";

        (10) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons in the ordinary course of business;

        (11) Investments consisting of payments by the Company or Restricted Subsidiary to an Unrestricted Subsidiary to reimburse such Unrestricted Subsidiary for excess payments made pursuant to the Management Agreements, the Subsidiary Tax Sharing Agreement and the LandCo Cost Allocation Agreement,

        (12) Investments the payment of which consists of Equity Interests of the Company or any direct or indirect parent of the Company (exclusive of Disqualified Capital Stock) or proceeds from the sale of such Equity Interests; provided that such Equity Interests will not increase the amount available for Investments under clause (3) of the second paragraph under the covenant described in "Certain Covenants—Limitation on Restricted Payments";

        (13) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (13) that are at the time outstanding (after giving effect to any such Investments that are returned to the Company or any Subsidiary that made such prior Investment, without restriction, in cash on or prior to the date of any such calculation, but only up to the amount of the Investment made under this clause (13) in such Person), not to exceed $300 million;

        (14) Investments in Fertitta Interactive of up to $50 million outstanding at any one time;

        (15) advances of payroll payments to employees of the Company and the Restricted Subsidiaries in the ordinary course of business;

        (16) guarantees consisting of Support Agreements of the Borrower and its Restricted Subsidiaries;

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        (17) Native American Investments in an amount up to $5 million in any fiscal year; provided, however, that, if the aggregate amount of such Native American Investments made in any fiscal year is less than $5 million, such amount may be carried over once to be available for such Native American Investments in the next succeeding fiscal year; and provided, further, that, in addition to the foregoing, payments according to existing contractual arrangements with the Gun Lake Tribe and the Mono may be made pursuant to existing contractual arrangements, such payments not to exceed $15 million in the aggregate.

        (18) Investments of a Restricted Subsidiary acquired after the Issue Date or of a Person merged into the Company or merged or consolidated with a Restricted Subsidiary in accordance "Certain Covenants—Merger, Consolidation or Sale of Assets" after the Issue Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; and

        (19) Investments consisting of payments by the Company or Restricted Subsidiary to an Unrestricted Subsidiary pursuant to any Related Party Agreements.

"Permitted Liens" means:

        (1)   Liens in favor of the Company or Liens on the assets of any Guarantor so long as such Liens are held by another Obligor;

        (2)   Liens on property of a Person existing at the time such Person is acquired and becomes a Restricted Subsidiary or is merged into or consolidated with the Company or a Restricted Subsidiary; provided that such Liens were not Incurred in anticipation of such acquisition, merger or consolidation and do not extend to any assets other than those of the acquired Person or the Person merged into or consolidated with the Company or such Restricted Subsidiary, as applicable;

        (3)   Liens on property existing at the time of acquisition thereof by any Obligor or Restricted Subsidiary; provided that such Liens were not Incurred in anticipation of such acquisition;

        (4)   Liens Incurred to secure Indebtedness (and customary obligations related thereto) permitted by clause (6) of the definition of Permitted Indebtedness, attaching to or encumbering only the subject assets and directly related property such as proceeds (including insurance proceeds) and products thereof and accessions, replacements and substitutions thereof;

        (5)   Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business, including Liens securing letters of credit issued in the ordinary course of business consistent with industry practice in connection therewith;

        (6)   Liens created by "notice" or "precautionary" filings in connection with operating leases or other transactions pursuant to which no Indebtedness is Incurred by the Company or any Restricted Subsidiary;

        (7)   Liens to secure Indebtedness (and customary obligations related thereto) permitted by clause (3) of the definition of Permitted Indebtedness;

        (8)   Liens existing on the Issue Date (other than Liens described in clause (7) above);

        (9)   Liens for taxes, assessments or governmental charges or claims (including, without limitation, Liens securing the performance of workers compensation, social security, or unemployment insurance obligations) that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

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        (10) Liens on shares of any equity security or any warrant or option to purchase an equity security or any security which is convertible into an equity security issued by any Obligor that holds, directly or indirectly through a holding company or otherwise, a license under any applicable Gaming Laws; provided that this clause (10) shall apply only so long as such Gaming Laws provide that the creation of any restriction on the disposition of any of such securities shall not be effective and, if such Gaming Laws at any time cease to so provide, then this clause (10) shall be of no further effect;

        (11) Liens on securities constituting "margin stock" within the meaning of Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System, to the extent that (i) prohibiting such Liens would result in the classification of the obligations of the Company under the Notes as a "purpose credit" and (ii) the Investment by any Obligor in such margin stock is permitted by the Indenture;

        (12) Liens securing Permitted Refinancing Indebtedness (and customary obligations related thereto); provided that any such Lien attaches only to the assets encumbered by the predecessor Indebtedness (and customary obligations related thereto), unless the Incurrence of such Liens is otherwise permitted under the Indenture;

        (13) Liens securing stay and appeal bonds or judgment Liens in connection with any judgment not giving rise to an Event of Default under paragraph (5) of the Events of Default;

        (14) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business, in respect of obligations that are not yet delinquent, are bonded or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that adequate reserves shall have been established therefor in accordance with GAAP;

        (15) easements, rights-of-way, zoning restrictions, reservations, covenants, encroachments and other similar charges or encumbrances in respect of real property which do not, individually or in the aggregate, materially interfere with the conduct of business by any Obligor;

        (16) any interest or title of a lessor under any Capitalized Lease Obligation permitted to be incurred hereunder;

        (17) Liens upon specific items of inventory or equipment and proceeds thereof, Incurred to secure obligations in respect of bankers' acceptances issued or created for the account of any Obligor or Restricted Subsidiary in the ordinary course of business to facilitate the purchase, shipment or storage of such inventory or equipment;

        (18) Liens securing Letter of Credit Obligations permitted to be Incurred hereunder Incurred in connection with the purchase of inventory or equipment by an Obligor or Restricted Subsidiary in the ordinary course of business and secured only by such inventory or equipment, the documents issued in connection therewith and the proceeds thereof;

        (19) Liens of a collection bank under Section 4-210 of the Uniform Commercial Code on items in the course of collection and normal and customary rights of setoff upon deposits of cash in favor of banks and other depository institutions;

        (20) Liens in favor of the Trustee arising under the Indenture;

        (21) Liens securing Interest Swap Obligations or Hedging Obligations that are permitted under the Indenture;

        (22) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification

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obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Company or any Restricted Subsidiary;

        (23) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money and Capitalized Leases), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;

        (24) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (x) interfere in any material respect with the business of the Company or any Restricted Subsidiary or (y) secure any Indebtedness;

        (25) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

        (26) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

        (27) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to the covenant described under the caption "Restricted Payments" and to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer or otherwise dispose of any property in a transaction permitted under the covenant described under the caption "Asset Sales";

        (28) any interest or title of a lessor under leases entered into by the Company or any of the Restricted Subsidiaries (in their capacities as lessee) in the ordinary course of business;

        (29) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;

        (30) Liens deemed to exist in connection with Investments in repurchase agreements; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

        (31) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

        (32) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any Restricted Subsidiary in the ordinary course of business;

        (33) Liens solely on any cash earnest money deposits made by the Company or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

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        (34) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into in the ordinary course of business;

        (35) Liens securing customary cash management obligations not otherwise prohibited by the Indenture;

        (36) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary with respect to obligations that do not exceed $25 million at any one time outstanding; and

        (37) Liens with respect to obligations that are incurred at a time that the Company's Consolidated Secured Leverage Ratio is no greater than 4.50 to 1.00 on a pro forma basis after giving pro forma effect to the incurrence of such obligations.

"Permitted Refinancing Indebtedness" means any Indebtedness of the Company or any Restricted Subsidiary issued in exchange for, or the net proceeds of which are used to repay, redeem, extend, refinance, renew, replace, defease or refund other Permitted Indebtedness of such Person arising under clause (1), (2), (3), (5), (6), (13) or (16) of the definition of "Permitted Indebtedness" or Indebtedness Incurred under the Consolidated Coverage Ratio test in the covenant described above under the heading "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" (any such Indebtedness, "Existing Indebtedness"); provided that:

        (1)   the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount and accrued interest of such Existing Indebtedness (plus the amount of prepayment penalties, fees, premiums and expenses incurred or paid in connection with the refinancing of such Indebtedness), except to the extent that the Incurrence of such excess is otherwise permitted by the Indenture;

        (2)   such Permitted Refinancing Indebtedness has a final maturity date on or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, such Existing Indebtedness;

        (3)   if such Existing Indebtedness is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date on or later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the holders of the Notes as those contained in the documentation governing the Indebtedness being repaid, redeemed, extended, refinanced, renewed, replaced, defeased or refunded; and

        (4)   such Permitted Refinancing Indebtedness shall be Indebtedness solely of an Obligor or a Restricted Subsidiary obligated under such Existing Indebtedness, unless otherwise permitted by the Indenture.

"Productive Assets" means assets (including assets owned directly or indirectly through Capital Stock of a Restricted Subsidiary) of a kind used or usable in the businesses of the Obligors as they are conducted on the date of the Asset Sale or on any other Determination Date and any Related Business.

"Project" means any new facility developed or being developed by the Company or one of its Restricted Subsidiaries and any expansion, renovation or refurbishment of a facility owned by the Company or one of its Restricted Subsidiaries which expansion, renovation or refurbishment is reasonably expected to cost $40 million or more.

        "Propco Management Agreement" means that certain Management Agreement, dated as of June 16, 2011, as amended by the First Amendment to Management Agreement, dated as of April 26, 2012, among the Company and FE Propco Management LLC.

"Qualified Capital Stock" means any Capital Stock that is not Disqualified Capital Stock.

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"Registrar" means the Person so designated by the Company in accordance with the Indenture, initially the Trustee.

"Related Business" means the gaming (including pari-mutuel betting) business and/or any and all businesses that in the good faith judgment of the Company are reasonably related to, necessary for, in support or anticipation of, ancillary or complementary to or in preparation for (or required by a Gaming Authority to be developed, constructed, improved or acquired in connection with the licensing approval of such Casino or Casinos) the gaming business including, without limitation, the development, expansion or operation of any Casino (including any land-based, dockside, riverboat or other type of Casino), owned, or to be owned, by the Company or one of its Subsidiaries.

"Related Party Agreements" means the Non-Competition Agreement, the Holding Company Tax Distribution Agreement, the Landco Tax Sharing Agreement, the LandCo Cost Allocation Agreement and the LandCo Support Agreement, each as the same may be amended, modified or replaced from time so long as such amendment, modification or replacement is not more disadvantageous to the Company or any of its Restricted Subsidiaries in any material respect than the agreement in place at the time of such amendment, modification or replacement.

"Restricted Investment" means an Investment other than a Permitted Investment.

"Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. If no referent Person is specified, "Restricted Subsidiary" means a Restricted Subsidiary of the Company.

"S&P" means Standard & Poor's Rating Group, a division of The McGraw-Hill Industries, Inc., and its successors.

"Significant Subsidiary" means any Obligor, other than the Company, that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation S-X is in effect on the date of the Indenture.

"Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

"Subsidiary," with respect to any Person, means:

        (1)   any corporation or comparably organized entity, a majority of whose voting stock (defined as any class of capital stock having voting power under ordinary circumstances to elect a majority of the Board of such Person) is owned, directly or indirectly, by any one or more of the Obligors, and

        (2)   any other Person (other than a corporation) in which any one or more of the Obligors, directly or indirectly, has at least a majority ownership interest entitled to vote in the election of directors, managers or trustees thereof or of which such Obligor is the managing general partner.

        If no referent Person is specified, "Subsidiary" means a Subsidiary of the Company.

"Subsidiary Tax Sharing Agreement" means each of (i) the LandCo Tax Sharing Agreement and (ii) each other tax sharing agreement between the Company and an Unrestricted Subsidiary entered into after the Closing Date in substantially the same form as the foregoing agreements.

"Support Agreement" means (a) the guaranty by the Company or a Restricted Subsidiary of the completion of the development, construction and opening of a new gaming facility by any Affiliate or Subsidiary of the Company (including a Native American Subsidiary) or of any gaming facility owned

83

by others which is to be managed exclusively by any such Affiliate or Subsidiary and/or (b) the agreement by the Company or a Restricted Subsidiary to advance funds, property or services to or on behalf of an Affiliate or Subsidiary (including a Native American Subsidiary) in order to maintain the financial condition or level of any balance sheet item of such Subsidiary or Affiliate (including "keep well" or "make well" agreements) in connection with the development, construction and operations of a new gaming facility by such Subsidiary or Affiliate (or of any gaming facility owned by others which is to be managed exclusively by such Subsidiary or Affiliate).

"Treasury Rate" means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to March 1, 2016; provided, however, that if the period from the redemption date to March 1, 2016 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

"Tribal Receivable" means advances by the Company or any of its Restricted Subsidiaries to the Federated Indians of Graton Rancheria, the North Fork Rancheria of Mono Indians or any other Native American tribe with which the Company or any of its Subsidiaries has a management, development, construction or other support agreement.

"Unrestricted Subsidiary" of any Person means, with respect to the Company, (i) LandCo Holdings and each Subsidiary thereof and (ii) Fertitta Interactive and each Subsidiary thereof, and, with respect to any Person:

        (1)   any Subsidiary of such Person that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the Board of such Person in the manner provided below; and

        (2)   any Subsidiary of an Unrestricted Subsidiary.

        The Board may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided that:

        (1)   the Company certifies to the Trustee that such designation complies with the "Limitation on Restricted Payments" covenant; and

        (2)   each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries.

        For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with the "Limitation on Restricted Payments" covenant, the portion of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of the Company, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under the "Limitation on Restricted Payments" covenant.

        No Unrestricted Subsidiary may create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender (or the

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Unrestricted Subsidiary) has recourse to any of the assets of the Company or any of its Restricted Subsidiaries, except, with respect to LandCo, the Landco Support Agreement.

        The Board may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if:

        (1)   (i) the Company, could Incur at least $1.00 of Indebtedness (other than Permitted Indebtedness) pursuant to the Consolidated Coverage Ratio test described above under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" or (ii) the Consolidated Coverage Ratio of the Company is no less than the Company's Consolidated Coverage Ratio immediately prior to such transaction or series of transactions; and

        (2)   immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisions.

"Voteco" means Station Voteco LLC, a Delaware limited liability company.

"Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of such Person.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the Company's calculations of the number of years obtained by dividing:

        (1)   the then outstanding aggregate principal amount of such Indebtedness into,

        (2)   the total of the products obtained by multiplying:

        (a)   the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by

        (b)   the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

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BOOK-ENTRY, DELIVERY AND FORM

General

        The Exchange Notes will be represented by one or more global notes in registered form without interest coupons attached (collectively, the "Global Notes"). The Global Notes representing the notes will be deposited with a custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC.

        Ownership of interests in the Global Notes ("Book-Entry Interests") will be limited to persons that have accounts with DTC, or persons that hold interests through such participants.

        Book-Entry Interests will be shown on, and transfers thereof will be done only through, records maintained in book-entry form by DTC and its participants. The laws of some jurisdictions, including certain states of the U.S., may require that certain purchasers of securities take physical delivery of such securities in definitive form. The foregoing limitations may impair your ability to own, transfer or pledge Book-Entry Interests. In addition, while the notes are in global form, holders of Book-Entry Interests are not considered the owners or "holders" of notes for any purpose.

        So long as the Notes are held in global form, DTC (or its nominees) will be considered the sole holders of Global Notes for all purposes under the indenture governing the notes. In addition, participants in DTC must rely on the procedures of DTC and indirect participants must rely on the procedures of DTC and the participants through which they own Book-Entry Interests, to transfer their interests or to exercise any rights of holders under the indenture.

        Neither the Company nor the Trustee has any responsibility or liability for any aspect of the records relating to the Book-Entry Interests.

Depository Procedures

        The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. The Company takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

        DTC has advised the Company that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

        DTC has also advised the Company that, pursuant to procedures established by it, ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

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Except as described below, owners of interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or "holders" thereof under the indenture for any purpose.

        Payments in respect of the principal of, and interest and premium, if any, on, a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, the Company and the Trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Company, the Trustee nor any agent of the Company or the Trustee has or will have any responsibility or liability for:

        (1)   any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or

        (2)   any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

        DTC has advised the Company that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Company. Neither the Company nor the Trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the notes, and the Company and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Subject to the transfer restrictions set forth under "Notice to Investors," transfers between the Participants will be effected in accordance with DTC's procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

        Subject to compliance with the transfer restrictions applicable to the notes described herein, cross-market transfers between the Participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by their respective depositaries; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

        DTC has advised the Company that it will take any action permitted to be taken by a holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of

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the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

Exchange of Global Notes for Certificated Notes

        A Global Note is exchangeable for Certificated Notes if:

        (1)   DTC (a) notifies the Company that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor depositary;

        (2)   the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Certificated Notes; or

        (3)   there has occurred and is continuing a Default or Event of Default with respect to the notes.

        In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in "Notice to Investors," unless that legend is not required by applicable law.

Exchange of Certificated Notes for Global Notes

        Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes. See "Notice to Investors."

Same Day Settlement and Payment

        The Company will make payments in respect of the notes represented by the Global Notes, including principal, premium, if any, and interest, by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. The Company will make all payments of principal, interest and premium, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder's registered address. The notes represented by the Global Notes are expected to be eligible to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. The Company expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

        Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised the Company that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

        This discussion describes certain U.S. federal income tax considerations relevant to the purchase, ownership and disposition of the Notes. This discussion is limited to holders who purchase the Notes for cash in this offering at their "issue price" (i.e., the first price at which a substantial amount of notes is sold for cash to investors, excluding sales to bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers) and who hold Notes as capital assets within the meaning of Section 1221 of the Code. This discussion does not address rules relating to securities held by special categories of holders, including partnerships, S corporations or other pass-through entities (or investors therein), financial institutions, insurance companies, regulated investment companies, real estate investment trusts, broker-dealers, tax-exempt organizations, traders in securities that elect to mark-to-market, investors liable for the alternative minimum tax, U.S. expatriates, investors that hold Notes as part of a straddle, hedging, constructive sale, conversion or other integrated transaction, and U.S. Holders (as defined below) whose functional currency is not the U.S. dollar. In addition, this section does not address any state, local or non-U.S. tax considerations and does not address any U.S. federal tax considerations other than U.S. federal income tax considerations (such as the estate and gift tax, the Medicare tax on net investment income or the withholding taxes and reporting requirements imposed by Section 1471 through 1474 of the Code).

        This summary is based upon the Code, the Treasury regulations promulgated thereunder (the "Treasury Regulations"), rulings, current administrative interpretations and official pronouncements of the Internal Revenue Service (the "IRS"), and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. Such change could materially and adversely affect the tax consequences described below. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below.

This summary is not a comprehensive description of all of the U.S. federal tax consequences that may be relevant with respect to the purchase, ownership and disposition of the Notes. We urge you to consult your own tax advisor regarding the U.S. federal tax consequences of purchasing, owning and disposing of the Notes in your particular circumstances as well as any tax consequences arising under the laws of any state, local or foreign tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws.

        As used in this offering circular, the term "U.S. Holder" means a beneficial owner of the Notes that is for U.S. federal income tax purposes:

•

an individual who is a citizen or resident in the U.S.;

•

a corporation created or organized under the laws of the U.S., any state thereof or the District of Columbia;

•

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust which either (1) is subject to supervision of a court within the U.S. and one or more U.S. persons have the authority to control all its substantial decisions, or (2) has a valid election in effect to be treated as a U.S. person.

        As used in this offering circular, the term "non-U.S. Holder" means a beneficial owner of the Notes that is, for U.S. federal income tax purposes, an individual, corporation, estate or trust that is not a U.S. Holder.

        If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds the Notes, the U.S. federal income tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. A partner of a partnership considering an investment in

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the Notes should consult its own tax advisor regarding the U.S. federal income tax consequences to the partner of the purchase, ownership and disposition by the partnership of the Notes.

Possible Application of Rules Governing Contingent Payment Debt Instruments

        In certain circumstances, we may be obligated to pay an amount in excess of stated interest and/or principal on the Notes. The Treasury Regulations regarding debt instruments that provide for one or more contingent payments state that, for purposes of determining whether a debt instrument is a contingent payment debt instrument, remote and/or incidental contingencies are ignored. We believe that any such contingencies on the Notes are remote and/or incidental, and, accordingly, we will not treat the Note as contingent payment debt instrument.

        Our determination will be binding on all holders, except a holder that discloses its differing position in a statement attached to its timely filed U.S. federal income tax return for the taxable year during which a Note was acquired. Our determination is not, however, binding on the IRS, and if the IRS were to challenge such determination, a holder might be required to accrue ordinary interest on the Notes at a rate in excess of the stated interest rate and to treat as ordinary interest income, rather than capital gain, any gain recognized on the taxable disposition of a Note. The remainder of this discussion assumes that the Notes are not treated as contingent payment debt instruments.

U.S. Holders

Stated interest

        Stated interest on the Notes generally will be taxable to you as ordinary interest income at the time that it is paid or accrued, in accordance with your method of accounting for U.S. federal income tax purposes.

Sale, exchange, retirement, redemption or other taxable disposition of a Note

        You will generally recognize gain or loss on the sale, exchange, retirement, redemption or other taxable disposition of a Note in an amount equal to the difference, if any, between (1) the amount of cash and the fair market value of other property received in exchange for the Note, other than any amounts attributable to accrued but unpaid stated interest, and (2) your adjusted tax basis in the Note. Amounts attributable to accrued but unpaid stated interest are treated as ordinary interest income to the extent not previously included in income by the U.S. Holder. Your adjusted tax basis in a Note generally will equal the cost for such Note. Any gain or loss recognized will generally be capital gain or loss and will generally be long-term capital gain or loss if you have held the Note for more than one year. For certain non-corporate U.S. Holders (including individuals), long-term capital gains are eligible for reduced rates of taxation. The ability of U.S. Holders to deduct capital losses is subject to limitations under the Code.

Backup withholding and information reporting

        You may be subject to information reporting with respect to the payments of interest on the Notes and the proceeds of a sale, retirement, redemption or other disposition of a Note, unless you are an exempt recipient (such as a corporation). Backup withholding may apply to the foregoing amounts unless you (1) are a corporation or other exempt recipient and, when required, demonstrate this fact, or (2) provide us or our agent with your taxpayer identification number, certify as to no loss of exemption from backup withholding, and otherwise comply with the backup withholding rules.

        You should consult your own tax advisor regarding your qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a

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payment to you will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided the required information is furnished in a timely manner to the IRS.

Non-U.S. Holders

Interest

        Subject to the discussion of backup withholding below, interest paid to you on the Notes will not be subject to U.S. federal income or withholding tax, provided that the interest is not effectively connected with your conduct of a trade or business in the United States and:

•

you do not actually or constructively own 10% or more of the capital or profits interest in Station Holdco;

•

you are not a "controlled foreign corporation" for U.S. federal income tax purposes that is related to us through equity ownership;

•

you are not a bank receiving interest on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of your trade or business within the meaning of Code section 881(c)(3)(A); and

•

either (1) you provide us or our agent with a statement, on IRS Form W-8BEN or a suitable substitute form, signed under penalties of perjury that includes your name and address and certifies that you are not a U.S. person, or (2) an exemption is otherwise established. If you hold your Notes through certain foreign intermediaries or certain foreign partnerships, such foreign intermediaries or partnerships must also satisfy the certification requirements of applicable Treasury Regulations.

        If these requirements are not met, you will be subject to U.S. federal withholding tax at a rate of 30% on interest payments, unless you provide us with a properly executed IRS Form W-8BEN (or a suitable substitute form) claiming an exemption from or reduction in withholding under the benefit of an applicable income tax treaty.

        If you are engaged in the conduct of a trade or business within the United States to which interest on the Notes is effectively connected, such effectively connected interest will not be subject to U.S. federal withholding tax, provided that you have provided a properly completed certification generally on IRS Form W-8ECI or, in certain circumstances, IRS Form W-8BEN. Instead, you will generally be subject to U.S. federal income tax on such interest on a net income basis in the same manner as if you were a U.S. Holder, unless an applicable income tax treaty provides otherwise. In addition, if you are a corporate non-U.S. Holder, you also may be subject to a branch profits tax equal to 30% of your effectively connected earnings and profits, subject to adjustments, for the taxable year (subject to reduction if an applicable income tax treaty so provides).

Sale, exchange, retirement, redemption or other taxable disposition of a Note

        Any gain realized by you on the sale, exchange, retirement, redemption or other taxable disposition of a Note generally will not be subject to U.S. federal income or withholding tax unless (1) you are an individual who is present in the U.S. for a total of 183 days or more during the taxable year in which the gain is realized and other conditions are satisfied, or (2) the gain is effectively connected with your conduct of a trade or business within the U.S. (and, if an applicable income tax treaty so provides the gain is attributable to a "permanent establishment" maintained in the United States by you).

        If you are a non-U.S. Holder described in clause (1) above, you will be subject to a 30% U.S. federal income tax on any gain derived from the disposition, which gain may be offset by certain U.S. source capital losses (unless an applicable income tax treaty provides otherwise). If you are a non-U.S.

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Holder described in clause (2) above, you generally will be subject to U.S. federal income tax on any gain derived from the sale in generally the same manner as effectively connected interest.

Backup withholding and information reporting

        Backup withholding and related information reporting will not apply to payments of interest made with respect to the Notes if you provide the required certification (generally, an IRS Form W-8BEN or IRS Form W-8ECI) that you are a non-U.S. person or you otherwise establish an exemption, provided that the payor or withholding agent does not have actual knowledge that you are a U.S. person, or that the conditions of any exemption are not satisfied.

        In addition, payments of the proceeds from the sale or other disposition of a Note to or through a foreign office of a broker or the foreign office of a custodian, nominee, or other dealer acting on your behalf generally will not be subject to information reporting or backup withholding. However, if the broker, custodian, nominee, or other dealer is a United States person, information reporting (but not backup withholding) generally will be required with respect to payments made to you unless the broker, custodian, nominee, or other dealer has documentation of your foreign status and the broker, custodian, nominee, or other dealer has no actual knowledge to the contrary.

        Payment of the proceeds from a sale or other disposition of a Note to or through the United States office of a broker is subject to information reporting and backup withholding, unless the holder certifies as to its non-U.S. person status or otherwise establishes an exemption from information reporting and backup withholding.

        Any amounts withheld under the backup withholding rules will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided the required information is furnished in a timely manner to the IRS. You should consult your tax advisors regarding the application of backup withholding to your particular circumstance and the availability of, and procedure for obtaining, an exemption from backup withholding under current Treasury Regulations.

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PLAN OF DISTRIBUTION

        This prospectus is to be used by Deutsche Bank Securities Inc. and its affiliates in connection with offers and sales of the Notes in market-making transactions effected from time to time.

        Deutsche Bank Securities Inc. and its affiliates may act as principal or agent in such transactions, including as agent for the counterparty when acting as principal or as agent for both counterparties, and may receive compensation in the form of discounts and commissions, including from both counterparties, when it acts as agents for both. Such sales will be made at prevailing market prices at the time of sale, at prices related thereto or at negotiated prices. We will not receive any of the proceeds from such sales.

        Deutsche Bank Securities Inc. and its affiliates have and may in the future engage in commercial and/or investment banking transactions with us and our affiliates. Deutsche Bank Securities Inc. acted as an initial purchaser in connection with the original sale of the Notes on March 1, 2013. Deutsche Bank Securities Inc. and its affiliates currently own, and may from time to time trade, the Notes for their own accounts in connection with their principal activities. Such sales may be made pursuant to this prospectus or otherwise pursuant to an applicable exemption from registration. Certain affiliates of Deutsche Bank Securities Inc. were lenders under the Propco Credit Agreement and Opco/GVR Credit Agreement and are agents and/or lenders under our New Credit Facility.

        Additionally, in the future, Deutsche Bank Securities Inc. and its affiliates may, from time to time, own Notes as a result of their market-making activities.

        GACC, an affiliate of Deutsche Bank Securities Inc., currently indirectly owns non-voting units of the Company comprising 25% of the total equity of the Company. Affiliates of Deutsche Bank Securities Inc. currently hold warrants in Station Holdco exercisable for no more than 1.2% of the non-voting equity of Station Holdco, which holds our non-voting units. GACC, an affiliate of Deutsche Bank Securities Inc., is currently entitled to designate members of the Company's board of managers.

        We have been advised by Deutsche Bank Securities Inc. that subject to applicable laws and regulations they currently intend to make a market in the Notes. However, Deutsche Bank Securities Inc. is not obligated to do so, and any such market-making may be interrupted or discontinued at any time without notice. In addition, such market-making activity will be subject to the limits imposed by the Securities Act and the Exchange Act. We cannot assure you that an active trading market will be sustained.

        Pursuant to the registration rights agreement entered into between us, Deutsche Bank Securities Inc. and the other parties thereto, we have agreed to indemnify Deutsche Bank Securities Inc. against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

        Certain legal matters with respect to the Notes will be passed upon for the Company by Milbank, Tweed, Hadley & McCloy LLP, Los Angeles, California and Brownstein Hyatt Farber Schreck, LLP, Las Vegas, Nevada.

EXPERTS

        The consolidated financial statements of Station Casinos LLC appearing in Station Casinos LLC's Annual Report (Form 10-K) for the year ended December 31, 2012, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

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Station Casinos LLC

7.50% SENIOR NOTES DUE 2021

PROSPECTUS

[                          ], 2013

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution

        The registration rights agreement relating to the securities of the registrants being registered hereby provides that the Issuer will bear all expenses in connection with the performance of its obligations relating to the market-making activities of Deutsche Bank Securities Inc. and its respective affiliates. These expenses include, but are not limited to, registration and filing fees, printer expenses, and accounting and legal fees.

Item 14.    Indemnification of Directors and Officers

Nevada Registrants

        Section 86.371 of the Nevada Revised Statutes (the "NRS") provides that unless otherwise provided in the articles of organization or an agreement signed by the member or manager to be charged, no member or manager of any limited liability company is individually liable for the debts or liabilities of the company.

        NRS 86.411 provides that a limited liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the company, by reason of the fact that the person is or was a manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

        NRS 86.421 provides that a limited liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the company to procure a judgment in its favor by reason of the fact that the person is or was a manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person acted in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the company. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the company or for amounts paid in settlement to the company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

        NRS 86.431 provides that to the extent that a manager, member, employee or agent of a limited-liability company has been successful in defense of any action, suit or proceeding described in the preceding two paragraphs, or in defense of any claim, issue or matter therein, the company must indemnify such person against expenses, including attorney's fees, actually and reasonably incurred by such person in connection with the defense. Any indemnification under the preceding two paragraphs, unless ordered by a court or advanced pursuant to the procedures of the paragraph below, may be

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made only as authorized in the specific case upon a determination that indemnification is proper in the circumstances in accordance with NRS 86.431(2).

        NRS 86.441 states that the articles of organization, the operating agreement or a separate agreement may provide that the limited liability company must pay the expenses of members and managers incurred in defending a civil or criminal action, suit or proceeding, as they are incurred and in advance of the final disposition of the action, upon receipt of an undertaking by or on behalf of the manager or member to repay the amount if it is ultimately determined by a court of competent jurisdiction that the member or manager is not entitled to be indemnified.

        NRS 86.451 provides that the indemnification or advancement of expenses discussed above (1) does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of organization or any operating agreement, vote of members or disinterested managers, if any, or otherwise, for an action in the person's official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to NRS 86.421 or for the advancement of expenses made pursuant to NRS 86.441, may not be made to or on behalf of any member or manager if a final adjudication establishes that the member's or the manager's acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action; and (2) continues for a person who has ceased to be a member, manager, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

        NRS 86.461 permits a limited liability company to purchase and maintain insurance or make other financial arrangements on behalf of any current or former member, manager, employee or agent of the company, or any person who is or was serving at the request of the company as a manager, member, employee or agent of another corporation, limited-liability company, partnership, joint venture, trust or other enterprise, for any liability asserted against the person and liability and expenses incurred by the person in his or her capacity as a manager, member, employee or agent, or arising out of his or her status as such, whether or not the company has the authority to indemnify such a person against such liability and expenses.

California Registrants

        Under Section 17155 of the California Code, except for a breach of duty, the articles of organization or written operating agreement of a limited liability company may provide for indemnification of any person, including, without limitation, any manager, member, officer, employee, or agent of the limited liability company, against judgments, settlements, penalties, fines or expenses of any kind incurred as a result of acting in that capacity. A limited liability company may purchase and maintain insurance on behalf of any manager, member, officer, employee, or agent of the limited liability company against any liability asserted against or incurred by the person in that capacity or arising out of the person's status as a manager, member, officer, employee, or agent of the limited liability company.

Equityholders Agreement

        Sections 6.1(a) and 6.1(b) of the Equityholders Agreement, dated as of June 16, 2011 and amended as of July 1, 2012, provides for indemnification of the Company's and the Guarantors' directors, officers, managers, employees and other agents (the "Indemnified Persons") to the fullest extent permitted by law, including from and against any reasonable expenses (including reasonable attorney's fees, judgments, fines and amounts paid in settlement) (i) suffered or sustained by reason of any act performed or omission made by such Indemnified Person in good faith on behalf of the Company or any Guarantor and in a manner reasonably believed to be within the scope of authority conferred on such Indemnified Person and otherwise not inconsistent with its duties owed to such

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Company or Guarantor, (ii) actually and reasonably incurred by such Indemnified Person in connection with any threatened, pending or completed action, suit or proceeding (other than one by or in the right of the Company or any Guarantor) if such Indemnified Person acted in good faith and in a manner which such Indemnified Person reasonably believed to be in furtherance of the interests of the Company or such Guarantor and otherwise not inconsistent with its duties owed to the Company or such Guarantor and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful, and (iii) actually and reasonably incurred by such Indemnified Person in connection with the defense or settlement of an action or suit by or in the right of the Company or any Guarantor to procure a judgment in its favor if such Indemnified Person acted in good faith and in a manner which such Indemnified Person reasonably believed to be in furtherance of the interests of the Company or such Guarantor and otherwise not inconsistent with its duties owed to the Company or such Guarantor.

Item 15.    Recent Sales of Unregistered Securities

        On March 1, 2013, the initial purchasers of the Old Notes privately placed an aggregate total of $500,000,000 principal amount of the Old Notes in transactions exempt from registration under the Securities Act. The Old Notes were sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act. The sale of the Old Notes to the initial purchaser was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof. The issue price of the Old Notes was 100.000%.

Item 16.    Exhibits and Financial Statement Schedules

EXHIBIT NO.		ITEM TITLE
	3.1	Articles of Organization of the Company. (Incorporated herein by reference to the Company's Form 10 filed on November 12, 2010)
	3.2	Amendment to Articles of Organization of the Company. (Incorporated herein by reference to the Company's Form 10 filed on November 12, 2010)
	3.3	Amended and Restated Operating Agreement of Station Casinos LLC dated as of June 16, 2011 between Station Voteco LLC and Station Holdco LLC. (Incorporated by reference to the Company's Form 8-K filed on June 23, 2011)
	3.4	Articles of Organization of NP Auburn Development LLC.(1)
	3.5	Operating Agreement of NP Auburn Development LLC.(1)
	3.6	Articles of Organization of NP Boulder LLC.(1)
	3.7	Operating Agreement of NP Boulder LLC.(1)
	3.8	Articles of Organization of NP Centerline Holdings LLC.(1)
	3.9	Operating Agreement of NP Centerline Holdings LLC.(1)
	3.10	Articles of Organization of NP Development LLC.(1)
	3.11	Operating Agreement of NP Development LLC.(1)
	3.12	Articles of Organization of NP Durango LLC.(1)
	3.13	Operating Agreement of NP Durango LLC.(1)
	3.14	Articles of Organization of NP FH Excess LLC.(1)

II-3

EXHIBIT NO.		ITEM TITLE
	3.15	Operating Agreement of NP FH Excess LLC.(1)
	3.16	Articles of Organization of NP Fiesta LLC.(1)
	3.17	Operating Agreement of NP Fiesta LLC.(1)
	3.18	Articles of Organization of NP Fresno Land Acquisitions LLC.(1)
	3.19	Operating Agreement of NP Fresno Land Acquisitions LLC.(1)
	3.20	Articles of Organization of NP Gold Rush LLC.(1)
	3.21	Operating Agreement of NP Gold Rush LLC.(1)
	3.22	Articles of Organization of NP Green Valley LLC.(1)
	3.23	Operating Agreement of NP Green Valley LLC.(1)
	3.24	Articles of Organization of NP Hanger Leaseco LLC.(1)
	3.25	Operating Agreement of NP Hanger Leaseco LLC.(1)
	3.26	Articles of Organization of NP Horizon Park LLC.(1)
	3.27	Operating Agreement of NP Horizon Park LLC.(1)
	3.28	Articles of Organization of NP Inspirada LLC.(1)
	3.29	Operating Agreement of NP Inspirada LLC.(1)
	3.30	Articles of Organization of NP IP Holdings LLC.(1)
	3.31	Operating Agreement of NP IP Holdings LLC.(1)
	3.32	Articles of Organization of NP Lake Mead LLC.(1)
	3.33	Operating Agreement of NP Lake Mead LLC.(1)
	3.34	Articles of Organization of NP LML LLC.(1)
	3.35	Operating Agreement of NP LML LLC.(1)
	3.36	Articles of Organization of NP Losee Elkhorn Holdings LLC.(1)
	3.37	Operating Agreement of NP Losee Elkhorn Holdings LLC.(1)
	3.38	Articles of Organization of NP Magic Star LLC.(1)
	3.39	Operating Agreement of NP Magic Star LLC.(1)
	3.40	Articles of Organization of NP Mt. Rose LLC.(1)
	3.41	Operating Agreement of NP Mt. Rose LLC.(1)
	3.42	Articles of Organization of NP Northern NV Acquisitions LLC.(1)
	3.43	Operating Agreement of NP Northern NV Acquisitions LLC.(1)
	3.44	Articles of Organization of NP Opco Holdings LLC.(1)
	3.45	Operating Agreement of NP Opco Holdings LLC.(1)
	3.46	Articles of Organization of NP Opco LLC.(1)
	3.47	Operating Agreement of NP Opco LLC.(1)

II-4

EXHIBIT NO.		ITEM TITLE
	3.48	Articles of Organization of NP Palace LLC.(1)
	3.49	Operating Agreement of NP Palace LLC.(1)
	3.50	Articles of Organization of NP Past Enterprises LLC.(1)
	3.51	Operating Agreement of NP Past Enterprises LLC.(1)
	3.52	Articles of Organization of NP Rancho LLC.(1)
	3.53	Operating Agreement of NP Rancho LLC.(1)
	3.54	Articles of Organization of NP Red Rock LLC.(1)
	3.55	Operating Agreement of NP Red Rock LLC.(1)
	3.56	Articles of Organization of NP Reno Convention Center LLC.(1)
	3.57	Operating Agreement of NP Reno Convention Center LLC.(1)
	3.58	Articles of Organization of NP River Central LLC.(1)
	3.59	Operating Agreement of NP River Central LLC.(1)
	3.60	Articles of Organization of NP ROTMA LLC.(1)
	3.61	Operating Agreement of NP ROTMA LLC.(1)
	3.62	Articles of Organization of NP Santa Fe LLC.(1)
	3.63	Operating Agreement of NP Santa Fe LLC.(1)
	3.64	Articles of Organization of NP Sonoma Land Holdings LLC.(1)
	3.65	Operating Agreement of NP Sonoma Land Holdings LLC.(1)
	3.66	Articles of Organization of NP Steamboat LLC.(1)
	3.67	Operating Agreement of NP Steamboat LLC.(1)
	3.68	Articles of Organization of NP Sunset Lindell LLC.(1)
	3.69	Operating Agreement of NP Sunset Lindell LLC.(1)
	3.70	Articles of Organization of NP Sunset LLC.(1)
	3.71	Operating Agreement of NP Sunset LLC.(1)
	3.72	Articles of Organization of NP Texas LLC.(1)
	3.73	Operating Agreement of NP Texas LLC.(1)
	3.74	Articles of Organization of NP Town Center LLC.(1)
	3.75	Operating Agreement of NP Town Center LLC.(1)
	3.76	Articles of Organization of SC Butte Development, LLC.(1)
	3.77	Operating Agreement of SC Butte Development, LLC.(1)
	3.78	Articles of Organization of SC Butte Management, LLC.(1)
	3.79	Operating Agreement of SC Butte Management, LLC.(1)
	3.80	Articles of Organization of SC Madera Development, LLC.(1)

II-5

EXHIBIT NO.		ITEM TITLE
	3.81	Operating Agreement of SC Madera Development, LLC.(1)
	3.82	Articles of Organization of SC Madera Management, LLC.(1)
	3.83	Operating Agreement of SC Madera Management, LLC.(1)
	3.84	Articles of Organization of SC Michigan, LLC.(1)
	3.85	Operating Agreement of SC Michigan, LLC.(1)
	3.86	Articles of Organization of SC Rancho Development, LLC.(1)
	3.87	Operating Agreement of SC Rancho Development, LLC.(1)
	3.88	Articles of Organization of SC Sonoma Development, LLC.(1)
	3.89	Operating Agreement of SC Sonoma Development, LLC.(1)
	3.90	Articles of Organization of SC Sonoma Management, LLC.(1)
	3.91	Operating Agreement of SC Sonoma Management, LLC.(1)
	3.92	Articles of Organization of SC SP 1 LLC.(1)
	3.93	Operating Agreement of SC SP 1 LLC.(1)
	3.94	Articles of Organization of SC SP 2 LLC.(1)
	3.95	Operating Agreement of SC SP 2 LLC.(1)
	3.96	Articles of Organization of SC SP 3 LLC.(1)
	3.97	Operating Agreement of SC SP 3 LLC.(1)
	3.98	Articles of Organization of SC SP 4 LLC.(1)
	3.99	Operating Agreement of SC SP 4 LLC.(1)
	3.100	Articles of Organization of SC SP 5 LLC.(1)
	3.101	Operating Agreement of SC SP 5 LLC.(1)
	3.102	Articles of Organization of SC SP Holdco LLC.(1)
	3.103	Operating Agreement of SC SP Holdco LLC.(1)
	3.104	Articles of Organization of Sonoma Land Acquisition Company, LLC.(1)
	3.105	Operating Agreement of Sonoma Land Acquisition Company, LLC.(1)
	3.106	Articles of Organization of Station California, LLC.(1)
	3.107	Operating Agreement of Station California, LLC.(1)
	3.108	Articles of Organization of Station Development, LLC.(1)
	3.109	Operating Agreement of Station Development, LLC.(1)
	3.110	Articles of Organization of Station GVR Acquisition, LLC.(1)
	3.111	Operating Agreement of Station GVR Acquisition, LLC.(1)

II-6

EXHIBIT NO.		ITEM TITLE
	4.1	Indenture dated as of March 1, 2013 among the Company, certain of its wholly owned subsidiaries, as guarantors, and Wells Fargo Bank, National Association, as Trustee. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated March 1, 2013)
	4.2	Form of 7.50% Senior Note due 2021 (included in Exhibit 4.1)
	5.1	Opinion of Milbank, Tweed, Hadley & McCloy LLP.(1)
	5.2	Opinion of Brownstein Hyatt Farber Schreck, LLP.(1)
	10.1	Asset Purchase Agreement, dated as of March 9, 2011, by and between Station GVR Acquisition, LLC and Green Valley Ranch Gaming, LLC. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated March 10, 2011)
	10.2	Amended and Restated Credit Agreement dated as of June 16, 2011 by and among CV PropCo, LLC, as borrower, NP Tropicana LLC, as leasehold holder, NP Landco Holdco LLC, as holdco, Deutsche Bank AG Cayman Islands Branch, JPMorgan Chase Bank, N.A., and each other lender from time to time party thereto, as lenders, Deutsche Bank AG Cayman Islands Branch, as administrative agent for the secured parties, JPMorgan Chase Bank, N.A., as syndication agent, and Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as joint lead arrangers and joint book running manager. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.3	Non-Competition Agreement dated as of June 16, 2011 by and among the Company and Station Holdco LLC, Fertitta Entertainment LLC and FI Station Investor LLC, FE Propco Management LLC, FE Opco Management LLC, FE GVR Management LLC, Frank J. Fertitta III and Lorenzo J. Fertitta, and German American Capital Corporation and JPMorgan Chase Bank, N.A. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.4	Equityholders Agreement dated as of June 16, 2011 by and among the Company, certain subsidiaries and affiliates of the Company and each other holder of equity interests listed therein. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.5	First Amendment to Equityholders Agreement and Joinder, dated as of July 1, 2012, by and among Station Holdco LLC, FI Station Investor LLC, German American Capital Corporation and SH Employeeco LLC (Incorporated herein by reference to the Company's Annual Report on Form 10-K dated March 22, 2013)
	10.6	Ground Lease and Sublease dated as of June 1, 1993 by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.7	Option to Lease or Purchase dated as of June 1, 1993 by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.8	Option to Acquire Interest Under Purchase Contract dated as of June 1, 1993 by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)

II-7

EXHIBIT NO.		ITEM TITLE
	10.9	First Amendment to Ground Lease and Sublease dated as of June 30, 1995 by and between KB Enterprises and Boulder Station, Inc. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.10	Lease Amendment No. 1, dated as of December 23, 1996 by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.11	Second Amendment to Ground Lease and Sublease dated as of January 7, 1997 by and between KB Enterprises and Boulder Station, Inc. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.12	Rent Agreement to the First Amendment to Ground Lease and Sublease dated as of March 28, 2003 by and between KB Enterprises and Boulder Station, Inc. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.13	Ground Lease dated as of June 1, 1995 by and between Station Casinos, Inc. and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.14	First Amendment to Ground Lease dated as of June 30, 1995 by and between Station Casinos, Inc. and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.15	Lease Amendment No. 1 dated as of December 23, 1996 by and between Station Casinos, Inc. and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.16	Second Amendment to Ground Lease dated as of January 7, 1997 by and between Texas Gambling Hall & Hotel, Inc. and Texas Station, Inc. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.17	Third Amendment to Ground Lease dated as of June 13, 2011 by and between Texas Gambling Hall & Hotel, Inc. and NP Texas LLC. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.18	Rent Agreement to the First Amendment to Ground Lease dated as of May 12, 2000 by and between Texas Gambling Hall & Hotel Real Estate Trust and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.19	Assignment, Assumption and Consent Agreement (Ground Lease) dated as of July 6, 1995 by and between Station Casinos, Inc. and Texas Station, Inc. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.20	Management Agreement dated as of June 16, 2011 by and between the Company and FE Propco Management LLC. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.21	Management Agreement dated as of June 16, 2011 by and between NP Opco LLC and FE Opco Management LLC. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.22	Management Agreement dated as of June 16, 2011 by and between NP Tropicana LLC and FE Landco Management LLC. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)

II-8

EXHIBIT NO.		ITEM TITLE
	10.23	Management Agreement dated as of June 16, 2011 by and between Station GVR Acquisition, LLC and FE GVR Management LLC. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.24	Station Holdco LLC Amended and Restated Profit Units Plan, effective as of July 1, 2012. (Incorporated herein by reference to the Company's Quarterly Report on Form 10-Q filed November 14, 2012)
	10.25	Form of Profit Unit Award Agreement. (Incorporated herein by reference to the Company's Quarterly Report on Form 10-Q filed November 14, 2012)
	10.26	Limited Liability Company Agreement of SH Employeeco LLC, dated as of July 1, 2012, by and among the members thereto and Station Holdco LLC, as manager. (Incorporated herein by reference to the Company's Quarterly Report on Form 10-Q filed November 14, 2012)
	10.27	Credit Agreement dated as of March 1, 2013, by and among the Company, the financial institutions from time to time named therein, and Deutsche Bank AG Cayman Islands Branch, as Administrative Agent, and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated March 1, 2013)
	12.1	Calculation of ratio of earnings to fixed charges.(1)
	21.1	Subsidiaries of the Registrant (incorporated by reference to the Company's Annual Report on Form 10-K filed on March 22, 2013).
	23.1	Consent of Ernst & Young LLP.(1)
	23.2	Consent of Milbank, Tweed, Hadley & McCloy LLP. (included in Exhibit 5.1).
	23.3	Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.2).
	24.1	Power of Attorney. (included on the Signature page)
	25.1	Form T-1, Statement of Eligibility of Wells Fargo Bank, National Association to act as trustee under the Indenture.(1)

(1)

Filed herewith.

II-9

Item 17.    Undertakings.

        (a)   Each of the undersigned registrants hereby undertakes:

        (1)   to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  to include any prospectus required by Section 10(a)(3) of the Securities Act;

         (ii)  to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.; and

        (iii)  to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

        (2)   that, for the purpose of determining any liability under the Securities Act of 1933, each such posteffective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

        (3)   to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

        (4)   that, for the purpose of determining liability under the Securities Act to any purchaser, if the registrants are subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use;

        (5)   that, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

II-10

         (ii)  any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

        (iii)  the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and

        (iv)  any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

        (b)   Each of the undersigned registrants hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

        (c)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any registrant pursuant to the foregoing provisions, or otherwise, the each of the registrants has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        (d)   Each of the undersigned registrants hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

        (e)   Each of the undersigned registrants hereby undertakes that for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-11

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

STATION CASINOS LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Executive Vice President, Chief Financial Officer and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Name	Title
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Chief Executive Officer (Principal Executive Officer) and Manager
/s/ MARC J. FALCONE Marc J. Falcone	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager

II-12

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP AUBURN DEVELOPMENT LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-13

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-14

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP BOULDER LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
STATION CASINOS LLC			Sole and Managing Member**
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-15

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP CENTERLINE HOLDINGS LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-17

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-18

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP DEVELOPMENT LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
STATION CASINOS LLC			Sole and Managing Member**
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-19

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP DURANGO LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-21

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-22

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP FH EXCESS LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-23

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-24

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP FIESTA LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-25

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-26

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP FRESNO LAND ACQUISITIONS LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-27

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-28

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP GOLD RUSH LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-29

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-30

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP GREEN VALLEY LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-31

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-32

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP HANGER LEASECO LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-33

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-34

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP HORIZON PARK LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-35

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-36

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP INSPIRADA LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-37

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-38

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP IP HOLDINGS LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
STATION CASINOS LLC			Sole and Managing Member**
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-39

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-40

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP LAKE MEAD LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-41

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-42

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP LML LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-43

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-44

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP LOSEE ELKHORN HOLDINGS LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
STATION CASINOS LLC			Sole and Managing Member**
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-45

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-46

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP MAGIC STAR LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-47

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-48

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP MT. ROSE LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-49

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-50

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP NORTHERN NV ACQUISITIONS LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-51

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-52

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP OPCO HOLDINGS LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
STATION CASINOS LLC			Sole and Managing Member**
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-53

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-54

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP OPCO LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO HOLDINGS LLC			Sole and Managing Member**
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-55

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-56

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP PALACE LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
STATION CASINOS LLC			Sole and Managing Member**
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-57

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-58

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP PAST ENTERPRISES LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-59

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-60

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP RANCHO LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-61

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-62

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP RED ROCK LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
STATION CASINOS LLC			Sole and Managing Member**
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-63

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-64

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP RENO CONVENTION CENTER LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-65

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-66

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP RIVER CENTRAL LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-67

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-68

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP ROTMA LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-69

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-70

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP SANTA FE LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-71

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-72

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP SONOMA LAND HOLDINGS LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-73

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-74

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP STEAMBOAT LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-75

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-76

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP SUNSET LINDELL LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-77

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-78

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP SUNSET LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
STATION CASINOS LLC			Sole and Managing Member**
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-79

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-80

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP TEXAS LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-81

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-82

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

NP TOWN CENTER LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-83

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-84

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

SC BUTTE DEVELOPMENT, LLC
By:	/s/ SCOTT M NIELSON
	Scott M Nielson
	Senior Vice President, General Counsel & Secretary

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Scott M Nielson as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-85

Signature	Title
/s/ FRANK J. FERTITTA, III Frank J. Fertitta, III	President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer), Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-86

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

SC BUTTE MANAGEMENT, LLC
By:	/s/ SCOTT M NIELSON
	Scott M Nielson
	Senior Vice President, General Counsel & Secretary

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Scott M Nielson as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-87

Signature	Title
/s/ FRANK J. FERTITTA, III Frank J. Fertitta, III	President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer), Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-88

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

SC MADERA DEVELOMENT, LLC
By:	/s/ SCOTT M NIELSON
	Scott M Nielson
	Senior Vice President, General Counsel & Secretary

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Scott M Nielson as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-89

Signature	Title
/s/ FRANK J. FERTITTA, III Frank J. Fertitta, III	President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer), Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-90

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

SC MADERA MANAGEMENT, LLC
By:	/s/ SCOTT M NIELSON
	Scott M Nielson
	Senior Vice President, General Counsel & Secretary

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Scott M Nielson as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-91

Signature	Title
/s/ FRANK J. FERTITTA, III Frank J. Fertitta, III	President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer), Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-92

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

SC MICHIGAN, LLC
By:	/s/ SCOTT M NIELSON
	Scott M Nielson
	Senior Vice President, General Counsel & Secretary

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Scott M Nielson as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-93

Signature	Title
/s/ FRANK J. FERTITTA, III Frank J. Fertitta, III	President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer), Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-94

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

SC RANCHO DEVELOPMENT, LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-95

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-96

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

SC SONOMA DEVELOPMENT, LLC
By:	/s/ SCOTT M NIELSON
	Scott M Nielson
	Senior Vice President, General Counsel & Secretary

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Scott M Nielson as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-97

Signature	Title
/s/ FRANK J. FERTITTA, III Frank J. Fertitta, III	President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer), Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-98

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

SC SONOMA MANAGEMENT, LLC
By:	/s/ SCOTT M NIELSON
	Scott M Nielson
	Senior Vice President, General Counsel & Secretary

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Scott M Nielson as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-99

Signature	Title
/s/ FRANK J. FERTITTA, III Frank J. Fertitta, III	President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer), Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-100

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

SC SP 1 LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
SC SP HOLDCO LLC			Sole and Managing Member**
By:	NP OPCO LLC, its Sole and Managing Member
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-101

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-102

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

SC SP 2 LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
SC SP HOLDCO LLC			Sole and Managing Member**
By:	NP OPCO LLC, its Sole and Managing Member
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-103

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-104

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

SC SP 3 LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
SC SP HOLDCO LLC			Sole and Managing Member**
By:	NP OPCO LLC, its Sole and Managing Member
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-105

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-106

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

SC SP 4 LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
SC SP HOLDCO LLC			Sole and Managing Member**
By:	NP OPCO LLC, its Sole and Managing Member
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-107

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-108

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

SC SP 5 LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
SC SP HOLDCO LLC			Sole and Managing Member**
By:	NP OPCO LLC, its Sole and Managing Member
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-109

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-110

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

SC SP HOLDCO LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-111

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-112

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

SONOMA LAND ACQUISITION COMPANY, LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-113

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-114

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

STATION CALIFORNIA, LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-115

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-116

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

STATION DEVELOPMENT, LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-117

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-118

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on May 31, 2013.

STATION GVR ACQUISITION, LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-119

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-120

EX-3.4

Exhibit 3.4

LLC-1 State of California
Secretary of State LIMITED LIABILITY COMPANY
ARTICLES OF ORGANIZATION A $70.00 filing fee must accompany this form. IMPORTANT — Read instructions before completing this form. File# 201029910029 FILED in the office of the Secretary of State
of the State of California OCT 25 2010 This Space For Filing Use Only

ENTITY NAME (End the name with the words “Limited Liability Company,” or the abbreviations “LLC or “L.L.C.” The words “Limited” and “Company” may be abbreviated to “Ltd.” and “Co.,” respectively.)

1.   NAME OF LIMITED LIABILITY COMPANY

NP Auburn Development LLC

PURPOSE (The following statement is required by statute and should not be altered.)

2.THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT.

INITIAL AGENT FOR SERVICE OF PROCESS (If the agent is an Individual, the agent must reside in California and both Items 3 and 4 must be completed. If the agent Is a corporation, the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and Item 3 must be completed (leave Item 4 blank).

3.   NAME OF INITIAL AGENT FOR SERVICE OF PROCESS

CT Corporation System

4.	IF AN INDIVIDUAL, ADDRESS OF INITIAL AGENT FOR SERVICE OF PROCESS IN CALIFORNIA	CITY	STATE	ZIP CODE
			CA

MANAGEMENT (Check only one)

5.   THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY:

o ONE MANAGER

o MORE THAN ONE MANAGER

x ALL LIMITED LIABILITY COMPANY MEMBER(S)

ADDITIONAL INFORMATION

6.ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES. IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE.

EXECUTION

7.   I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED.

October 25, 2010	/s/ Kate Cregor
DATE	SIGNATURE OF ORGANIZER
	Kate Cregor - Authorized Person
	TYPE OR PRINT NAME OF ORGANIZER

LLC-1 (REV 04/2007) APPROVED BY SECRETARY OF STATE

		I hereby certify that the foregoing transcript of 1 page(s) is a full, true and correct copy of the original record in the custody of the California Secretary of State’s office.
Date:	FEB 01 2013
	/s/ Debra Bowen
	DEBRA BOWEN, Secretary of State

EX-3.5

Exhibit 3.5

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP AUBURN DEVELOPMENT LLC

a California limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Auburn Development LLC, a California limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

RECITALS

A.The Articles (as defined below) were filed in the Office of the Secretary of State of California on October 25, 2010;

B.The Member entered into an operating agreement on October 25, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means the Beverly-Killea Limited Liability Company Act.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

1

“Articles” means the Articles of Organization of the Company as filed with the office of the California Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“CAUCC” shall have the meaning set forth in Section 9.2(b).

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

2

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in Section 17058 of the Act, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

3

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a California limited liability company under the laws of the State of California. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Auburn Development LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion

4

Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of California the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural

5

persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by Section 17005(d) of the Act; provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by Section 17005(d) of the Act, the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only

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to the extent that officers of the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of California or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that

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is not a Business Day; four Business Days after being deposited in the United States mail, postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the “CAUCC”) (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the CAUCC, such provision of Article 8 of the CAUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Auburn Development LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the “CAUCC”) (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of California without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP AUBURN DEVELOPMENT LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                           ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:          

CERTIFICATE OF MEMBER’S INTEREST

NP Auburn Development LLC, a California limited liability company (the “Company”), hereby certifies that                                                      (the “Holder”) is the registered owner of [    ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of             , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this     day of                  , 20    .

NP AUBURN DEVELOPMENT LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP AUBURN DEVELOPMENT LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF CALIFORNIA (INCLUDING SECTION 8102(A)(15)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

EX-3.6

Exhibit 3.6

STATE OF NEVADA

ROSS MILLER Secretary of State		SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings
	OFFICE OF THE SECRETARY OF STATE

Certified Copy

January 30, 2013

Job Number:	C20130130-0275
Reference Number:	00003797450-45
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100593932-54	Articles of Organization	2 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER Secretary of State
Certified By: Christine Rakow Certificate Number: C20130130-0275 You may verify this certificate online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number 20100593932-54 Filing Date and Time Ross Miller 08/09/2010 11:30 AM Secretary of State Entity Number State of Nevada E0382992010-4 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording: see instructions) NP BOULDER LLC Check box if a Series Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Data: (optional) Latest date upon which the company is to dissolve (If existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Propco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page If more than 1 organizer) Kate Cregor Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above for the above named Entity. August 9, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. Nevada Secretary of State NRS 55 DLLC Articles Revised: 4-14-09

ATTACHMENT TO ARTICLES OF ORGANIZATION

OF

NP BOULDER LLC

The Articles of Organization of NP BOULDER LLC (the “Company”) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

8.        Compliance with Gaming Laws.

(a)The purposes of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

(b)The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (the “Commission”). If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property of, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest; (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaming license, for services rendered or otherwise. Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

(c)Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.

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EX-3.7

Exhibit 3.7

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP BOULDER LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Boulder LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by Station Casinos LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on August 9, 2010;

B.The Member entered into an operating agreement on August 9, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

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conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Boulder LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

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deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Boulder LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

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invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
Station Casinos LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Executive Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP BOULDER LLC

SCHEDULE I

Member’s Name:	Station Casinos LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                   ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:        

CERTIFICATE OF MEMBER’S INTEREST

NP Boulder LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                                           (the “Holder”) is the registered owner of [        ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of               , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this         day of              , 20    .

NP BOULDER LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP BOULDER LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.8

Exhibit 3.8

STATE OF NEVADA

ROSS MILLER Secretary of State		SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings
	OFFICE OF THE SECRETARY OF STATE

Certified Copy

January 30, 2013

Job Number:	C20130130-0369
Reference Number:	00003797470-87
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100810853-18	Articles of Organization	1 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER Secretary of State
Certified By: Joann Larson Certificate Number: C20130130-0369 You may verify this certificate online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number 20100810853-18 Filing Date and Time Ross Miller 10/27/2010 3:05 PM Secretary of State Entity Number State of Nevada E0521702010-0 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording: see Instructions) NP Centerline Holdings LLC   Check box If a Series Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City  Zip Code Nevada Mailing Address (if different from street address) City  Zip Code 3. Dissolution Data: (optional) Latest date upon which the company is to dissolve (If existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Propco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page If more than 1 organizer) Kate Cregor Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent:  I hereby accept appointment as Registered Agent for the above for the above named Entity. October 27, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. Nevada Secretary of State NRS 55 DLLC Articles Revised: 4-14-09

EX-3.9

Exhibit 3.9

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP CENTERLINE HOLDINGS LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Centerline Holdings LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on October 27, 2010;

B.The Member entered into an operating agreement on October 27, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

3

conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Centerline Holdings LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

5

deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

7

Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

8

use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Centerline Holdings LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP CENTERLINE HOLDINGS LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                   ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:

CERTIFICATE OF MEMBER’S INTEREST

NP Centerline Holdings LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                                                         (the “Holder”) is the registered owner of [      ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                  , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this      day of                             , 20   .

NP CENTERLINE HOLDINGS LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP CENTERLINE HOLDINGS LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.10

Exhibit 3.10

	STATE OF NEVADA
ROSS MILLER Secretary of State		SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings
	OFFICE OF THE SECRETARY OF STATE

Certified Copy

January 30, 2013

Job Number:	C20130130-0275
Reference Number:	00003797450-45
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100810635-76	Articles of Organization	1 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER Secretary of State
Certified By: Christine Rakow Certificate Number: C20130130-0275 You may verify this certificate online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Webelte.www.nvsos.gov Filed in the office of Document Number 20100810635-76 Filing Date and Time Ross Miller 10/27/2010 3:05 PM Secretary of State Entity Number State of Nevada E0521552010-1 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording: see Instructions) NP Centerline Holdings LLC Check box If a Series Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Data: (optional) Latest date upon which the company is to dissolve (If existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Propco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page If more than 1 organizer) Kate Cregor X Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. X October 27, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. Nevada Secretary of State NRS 55 DLLC Articles Revised: 4-14-09

EX-3.11

Exhibit 3.11

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP DEVELOPMENT LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Development LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by Station Casinos LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.            The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on October 27, 2010;

B.            The Member entered into an operating agreement on October 27, 2010 (the “Original Agreement”); and

C.            The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1           Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

3

conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2          Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1          Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2          Name. The name of the Company is “NP Development LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3          Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4          Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5          Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6          Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7          Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)           borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)           conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)           acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)           enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)           negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)            purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

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deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)           lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)           sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)            appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)            indemnify any Person and obtain any and all types of insurance;

(k)           cease its activities and cancel its insurance;

(l)            pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)          apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)           make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1          Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2          Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1          Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2          Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1          Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2          Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)           enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)           select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)           employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)           borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)           invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)            change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)           attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)           do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3          Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4          Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5          Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6          Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7          Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8          Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1          Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2          Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3          Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)      the Member shall oversee the winding up of the Company’s affairs;

(b)      the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Development LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

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invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
Station Casinos LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Executive Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP DEVELOPMENT LLC

SCHEDULE I

Member’s Name:	Station Casinos LLC
Member’s Address:	1505 South Pavilion Center Drive Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                       ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:       Certificate Number:        

CERTIFICATE OF MEMBER’S INTEREST

NP Development LLC, a Nevada limited liability company (the “Company”), hereby certifies that                               (the “Holder”) is the registered owner of [                         ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                  , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this      day of             , 20    .

NP DEVELOPMENT LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP DEVELOPMENT LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.12

Exhibit 3.12

	STATE OF NEVADA
ROSS MILLER Secretary of State		SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings
	OFFICE OF THE SECRETARY OF STATE

Certified Copy

January 30, 2013

Job Number:	C20130130-0369
Reference Number:	00003797470-87
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100810847-31	Articles of Organization	1 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER Secretary of State
Certified By: Joann Larson Certificate Number: C20130130-0369 You may verify this certificate online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 884 5708 Webelte.www.nvsos.gov Filed in the office of Document Number 20100810847-31 Filing Date and Time Ross Miller 10/27/2010 3:05 PM Secretary of State Entity Number State of Nevada E0521692010-7 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording: see Instructions) NP Durango LLC Check box If a Series Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Data: (optional) Latest date upon which the company is to dissolve (If existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page If more than 1 organizer) Kate Cregor X Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. X October 27, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. Nevada Secretary of State NRS 88 DLLC Articles Revised: 4-14-09

EX-3.13

Exhibit 3.13

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP DURANGO LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Durango LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.            The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on October 27, 2010;

B.            The Member entered into an operating agreement on October 27, 2010 (the “Original Agreement”); and

C.            The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1           Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

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conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2          Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1          Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2          Name. The name of the Company is “NP Durango LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3          Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4          Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5          Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6          Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7          Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)           borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)           conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)           acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)           enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)           negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)            purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

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deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)           lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)           sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)            appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)            indemnify any Person and obtain any and all types of insurance;

(k)           cease its activities and cancel its insurance;

(l)            pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)          apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)           make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1          Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2          Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1          Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2          Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1          Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2          Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)           enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)           select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)           employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)           borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)           invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)            change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)           attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)           do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3          Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4          Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5          Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6          Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7          Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8          Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1          Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2          Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3          Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)      the Member shall oversee the winding up of the Company’s affairs;

(b)      the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Durango LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

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invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP DURANGO LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                       ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:       Certificate Number:        

CERTIFICATE OF MEMBER’S INTEREST

NP Durango LLC, a Nevada limited liability company (the “Company”), hereby certifies that                               (the “Holder”) is the registered owner of [                         ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                  , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this      day of               , 20    .

NP DURANGO LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP DURANGO LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.14

Exhibit 3.14

	STATE OF NEVADA
ROSS MILLER Secretary of State		SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings
	OFFICE OF THE SECRETARY OF STATE

Certified Copy

January 30, 2013

Job Number:	C20130130-0369
Reference Number:	00003797470-87
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100810843-97	Articles of Organization	1 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER Secretary of State
Certified By: Joann Larson Certificate Number: C20130130-0369 You may verify this certificate online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Webelte: www.nvsos.gov Filed in the office of Document Number 20100810843-97 Filing Date and Time Ross Miller 10/27/2010 3:05 PM Secretary of State Entity Number State of Nevada E0521672010-5 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording: see Instructions) NP Centerline Holdings LLC Check box If a Series Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Data: (optional) Latest date upon which the company is to dissolve (If existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page If more than 1 organizer) Kate Cregor X Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. X October 27, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. Nevada Secretary of State NRS 88 DLLC Articles Revised: 4-14-09

EX-3.15

Exhibit 3.15

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP FH EXCESS LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP FH Excess LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on October 27, 2010;

B.The Member entered into an operating agreement on October 27, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

3

conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP FH Excess LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

5

deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices.   All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP FH Excess LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP FH EXCESS LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                    ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:

CERTIFICATE OF MEMBER’S INTEREST

NP FH Excess LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                                                (the “Holder”) is the registered owner of [        ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                   , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this      day of                          , 20   .

NP FH Excess LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP FH EXCESS LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.16

Exhibit 3.16

STATE OF NEVADA

ROSS MILLER Secretary of State		SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings
	OFFICE OF THE SECRETARY OF STATE

Certified Copy

January 30, 2013

Job Number:	C20130130-0450
Reference Number:	00003797519-61
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100687330-60	Articles of Organization	2 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER Secretary of State
Certified By: Christine Rakow Certificate Number: C20130130-0450 You may verify this certificate online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Webelte.www.nvsos.gov Filed in the office of Document Number 20100687330-60 Filing Date and Time Ross Miller 09/13/2010 11:00 AM Secretary of State Entity Number State of Nevada E0440452010-1 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGH LIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording; see instructions) NP Development LLC Check box if a Series Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent Name Noncommmercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Data: (optional) Latest date upon which the company is to dissolve existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City Slate Zip Code 3) Name Street Address City SlBlO Zip Code 6. Name, Address and Signature of Organizer: (attach additional page If more than 1 organizer) Kate Cregor Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City Stale Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above for the above named Entity. X October 27, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. Nevada Secretary of State NRS 86 DLLC Articles Revised: 4-14-09

ATTACHMENT TO ARTICLES OF ORGANIZATION
OF
NP FIESTA LLC

The Articles of Organization of NP FIESTA LLC (the “Company”) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

8.             Compliance with Gaming Laws.

(a)           The purposes of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

(b)           The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (the “Commission”).  If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada.  Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member; (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property of, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest; (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaming license, for services rendered or otherwise.  Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

(c)           Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.

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EX-3.17

Exhibit 3.17

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP FIESTA LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Fiesta LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on September 13, 2010;

B.The Member entered into an operating agreement on September 13, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

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conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Fiesta LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

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deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices.   All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Fiesta LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

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invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP FIESTA LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                     ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:

CERTIFICATE OF MEMBER’S INTEREST

NP Fiesta LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                                                (the “Holder”) is the registered owner of [        ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                   , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this      day of                          , 20   .

NP FIESTA LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP FIESTA LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.18

Exhibit 3.18

LLC-1 State of California
Secretary of State LIMITED LIABILITY COMPANY
ARTICLES OF ORGANIZATION A $70.00 filing fee must accompany this form. IMPORTANT — Read instructions before completing this form. File# 201029910025 FILED in the office of the Secretary of State
of the State of California OCT 25 2010 This Space For Filing Use Only

ENTITY NAME (End the name with the words “Limited Liability Company,” or the abbreviations “LLC” or “L.L.C.” The words “Limited” and “Company” may be abbreviated to “Ltd.” and “Co.,” respectively.)

1.   NAME OF LIMITED LIABILITY COMPANY

NP Fresno Land Acquisitions LLC

PURPOSE (The following statement is required by statute and should not be altered.)

2.THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT.

INITIAL AGENT FOR SERVICE OF PROCESS (If the agent is an Individual, the agent must reside in California and both Items 3 and 4 must be completed. If the agent is a corporation, the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and Item 3 must be completed (leave Item 4 blank).

3.   NAME OF INITIAL AGENT FOR SERVICE OF PROCESS

CT Corporation System

4.	IF AN INDIVIDUAL, ADDRESS OF INITIAL AGENT FOR SERVICE OF PROCESS IN CALIFORNIA	CITY	STATE	ZIP CODE
			CA

MANAGEMENT (Check only one)

5.   THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY:

o ONE MANAGER

o MORE THAN ONE MANAGER

x ALL LIMITED LIABILITY COMPANY MEMBER(S)

ADDITIONAL INFORMATION

6.ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES. IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE.

EXECUTION

7.   I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED.

October 25, 2010	/s/ Kate Cregor
DATE	SIGNATURE OF ORGANIZER
	Kate Cregor - Authorized Person
	TYPE OR PRINT NAME OF ORGANIZER

LLC-1 (REV 04/2007) APPROVED BY SECRETARY OF STATE

		I hereby certify that the foregoing transcript of 1 page(s) is a full, true and correct copy of the original record in the custody of the California Secretary of State’s office.
Date:	FEB 01 2013
	/s/ Debra Bowen
	DEBRA BOWEN, Secretary of State

EX-3.19

Exhibit 3.19

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP FRESNO LAND ACQUISITIONS LLC

a California limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Fresno Land Acquisitions LLC, a California limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of California on October 25, 2010;

B.The Member entered into an operating agreement on October 25, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means the Beverly-Killea Limited Liability Company Act.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the California Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“CAUCC” shall have the meaning set forth in Section 9.2(b).

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

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“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in Section 17058 of the Act, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

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“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a California limited liability company under the laws of the State of California. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Fresno Land Acquisitions LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion

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Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of California the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural

5

persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

7

Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

8

use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by Section 17005(d) of the Act; provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

9

(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by Section 17005(d) of the Act, the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only

10

to the extent that officers of the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)          Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of California or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)      To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)      A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2          Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1          Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that

11

is not a Business Day; four Business Days after being deposited in the United States mail, postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2          Ownership Certificates; Legend.

(a)      The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)      Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the “CAUCC”) (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the CAUCC, such provision of Article 8 of the CAUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Fresno Land Acquisitions LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the “CAUCC”) (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)      The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)    makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)   requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)  if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)  satisfies any other reasonable requirements imposed by the Company.

(d)      Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3          Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4          Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5          Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6          Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7          Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of California without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8          Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9          Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10        Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11        No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12        Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

15

IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP FRESNO LAND ACQUISITIONS LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [         ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:                Certificate Number:            

CERTIFICATE OF MEMBER’S INTEREST

NP Fresno Land Acquisitions LLC, a California limited liability company (the “Company”), hereby certifies that                                                              (the “Holder”) is the registered owner of [            ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                      , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this     day of ,                            20    .

NP FRESNO LAND ACQUISITIONS LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP FRESNO LAND ACQUISITIONS LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF CALIFORNIA (INCLUDING SECTION 8102(A)(15)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

EX-3.20

Exhibit 3.20

STATE OF NEVADA

ROSS MILLER
Secretary of State SCOTT W. ANDERSON
Deputy Secretary
for Commercial Recordings

OFFICE OF THE

SECRETARY OF STATE

Certified Copy

		January 30, 2013
Job Number:	C20130130-0450
Reference Number:	00003797519-61
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100687331-71	Articles of Organization	2 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER
	Secretary of State
Certified By: Christine Rakow
Certificate Number: C20130130-0450
You may verify this certificate
online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20100687331-71 Filing Date and Time Ross Miller 09/13/2010 11:00 AM Secretary of State Entity Number State of Nevada E0440462010-2 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording: see Instructions) NP GOLD RUSH LLC Check box if a Series Limited-Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Data: (optional) Latest date upon which the company is to dissolve (If existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page If more than 1 organizer) Kate Cregor [ILLEGIBLE] Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above for the above named Entity. [ILLEGIBLE] September 13, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. PLEASE SEE ATTACHMENT Nevada Secretary of State NRS 55 DLLC Articles Revised: 4-14-09

ATTACHMENT TO ARTICLES OF ORGANIZATION

OF

NP GOLD RUSH LLC

The Articles of Organization of NP GOLD RUSH LLC (the “Company”) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

8.               Compliance with Gaming Laws.

(a)              The purposes of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

(b)              The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (the “Commission”). If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property of, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest; (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaming license, for services rendered or otherwise; Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

(c)              Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.

1

EX-3.21

Exhibit 3.21

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP GOLD RUSH LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Gold Rush LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

RECITALS

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on September 13, 2010;

B.The Member entered into an operating agreement on September 13, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1 Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

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conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Gold Rush LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

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deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Gold Rush LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

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invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP GOLD RUSH LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                  ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:          Certificate Number:         

CERTIFICATE OF MEMBER’S INTEREST

NP Gold Rush LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                               (the “Holder”) is the registered owner of [            ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                         , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this         day of                                              , 20     .

NP GOLD RUSH LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP GOLD RUSH LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.22

Exhibit 3.22

STATE OF NEVADA

ROSS MILLER
Secretary of State SCOTT W. ANDERSON
Deputy Secretary
for Commercial Recordings

OFFICE OF THE

SECRETARY OF STATE

Certified Copy

		January 30, 2013
Job Number:	C20130130-0398
Reference Number:	00003797501-62
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100687339-59	Articles of Organization	2 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER
	Secretary of State
Certified By: Joann Larson
Certificate Number: C20130130-0398
You may verify this certificate
online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20100687339-59 Filing Date and Time Ross Miller 09/13/2010 11:00 AM Secretary of State Entity Number State of Nevada E0440592010-7 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording: see Instructions) NP GREEN VALLEY LLC Check box if a Series Limited-Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Data: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page If more than 1 organizer) Kate Cregor [ILLEGIBLE] Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above for the above named Entity. [ILLEGIBLE] September 13, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. PLEASE SEE ATTACHMENT Nevada Secretary of State NRS 86 DLLC Articles Revised: 4-14-09

ATTACHMENT TO ARTICLES OF ORGANIZATION

OF

NP GREEN VALLEY LLC

The Articles of Organization of NP GREEN VALLEY LLC (the “Company”) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

8.Compliance with Gaming Laws.

(a)The purposes of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

(b)The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (the “Commission”). If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property of, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest; (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaming license, for services rendered or otherwise. Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

(c)Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.

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EX-3.23

Exhibit 3.23

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP GREEN VALLEY LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Green Valley LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.            The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on September 13, 2010;

B.            The Member entered into an operating agreement on September 13, 2010 (the “Original Agreement”); and

C.            The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1          Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

3

conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2          Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1          Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2          Name. The name of the Company is “NP Green Valley LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3          Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4          Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5          Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6          Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7          Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)           borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)           conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)           acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)           enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)           negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)            purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

5

deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)           lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)           sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)            appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)            indemnify any Person and obtain any and all types of insurance;

(k)           cease its activities and cancel its insurance;

(l)            pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)          apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)           make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1          Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2          Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1          Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2          Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1          Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2          Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)           enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)           select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)           employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)           borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

7

Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)           invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)            change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)           attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)           do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3          Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4          Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5          Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

8

use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6          Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7          Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8          Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1          Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2          Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3          Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)      the Member shall oversee the winding up of the Company’s affairs;

(b)      the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

9

(c)      the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)            to the expenses of liquidation;

(ii)           to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)          to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)          the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1          Duties.

(a)      Standard of Care.

(i)            The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)           Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

10

the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)          Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)      To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)      A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2          Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1          Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

11

postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2          Ownership Certificates; Legend.

(a)      The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)      Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Green Valley LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)      The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)            makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)           requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)          if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)          satisfies any other reasonable requirements imposed by the Company.

(d)      Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3          Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4          Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5          Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6          Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7          Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8          Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9          Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10        Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11        No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12        Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

15

IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP GREEN VALLEY LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                          ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:            

CERTIFICATE OF MEMBER’S INTEREST

NP Green Valley LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                                       (the “Holder”) is the registered owner of [             ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                     , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this     day of                       , 20     .

NP GREEN VALLEY LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP GREEN VALLEY LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.24

Exhibit 3.24

STATE OF NEVADA

ROSS MILLER
Secretary of State SCOTT W. ANDERSON
Deputy Secretary
for Commercial Recordings

OFFICE OF THE

SECRETARY OF STATE

Certified Copy

		January 30, 2013
Job Number:	C20130130-0369
Reference Number:	00003797470-87
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100810841-75	Articles of Organization	1 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER
	Secretary of State
Certified By: Joann Larson
Certificate Number: C20130130-0369
You may verify this certificate
online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20100810841-75 Filing Date and Time Ross Miller 10/27/2010 3:05 PM Secretary of State Entity Number State of Nevada E0521662010-4 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording: see Instructions) NP Hanger Leaseco LLC  Check box if a Series Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Date: (optional) Latest date upon which the company is to dissolve (If existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page If more than 1 organizer) Kate Cregor [ILLEGIBLE] Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above for the above named Entity. [ILLEGIBLE] October 27, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This form must be accompanied by appropriate fees. Nevada Secretary of State NRS 88 DLLC Articles Revised: 4-14-09 *050101*

EX-3.25

Exhibit 3.25

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP HANGER LEASECO LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Hanger Leaseco LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on October 27, 2010;

B.The Member entered into an operating agreement on October 27, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

2

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

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conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Hanger Leaseco LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

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deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Hanger Leaseco LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

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invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP HANGER LEASECO LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [            ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:                      Certificate Number:             

CERTIFICATE OF MEMBER’S INTEREST

NP Hanger Leaseco LLC, a Nevada limited liability company (the “Company”), hereby certifies that                   (the “Holder”) is the registered owner of[       ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                      , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this      day of                     , 20        .

NP HANGER LEASECO LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP HANGER LEASECO LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.26

Exhibit 3.26

STATE OF NEVADA

ROSS MILLER
Secretary of State SCOTT W. ANDERSON
Deputy Secretary
for Commercial Recordings

OFFICE OF THE

SECRETARY OF STATE

Certified Copy

		January 30, 2013
Job Number:	C20130130-0369
Reference Number:	00003797470-87
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100810837-10	Articles of Organization	1 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER
	Secretary of State
Certified By: Joann Larson
Certificate Number: C20130130-0369
You may verify this certificate
online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20100810837-10 Filing Date and Time Ross Miller 10/27/2010 3:05 PM Secretary of State Entity Number State of Nevada E0521652010-3 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording: see Instructions) NP Horizon Park LLC Check box if a Series Limited-Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Date: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page If more than 1 organizer) Kate Cregor [ILLEGIBLE] Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. [ILLEGIBLE] October 27, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This form must be accompanied by appropriate fees. Nevada Secretary of State NRS 88 DLLC Articles Revised: 4-14-09 *050101*

EX-3.27

Exhibit 3.27

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP HORIZON PARK LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Horizon Park LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on October 27, 2010;

B.The Member entered into an operating agreement on October 27, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

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conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Horizon Park LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

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deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

8

use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Horizon Park LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

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invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP HORIZON PARK LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                 ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:          Certificate Number:         

CERTIFICATE OF MEMBER’S INTEREST

NP Horizon Park LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                                               (the “Holder”) is the registered owner of [      ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                      , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this        day of                                               , 20      .

NP HORIZON PARK LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP HORIZON PARK LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.28

Exhibit 3.28

STATE OF NEVADA

ROSS MILLER
Secretary of State SCOTT W. ANDERSON
Deputy Secretary
for Commercial Recordings

OFFICE OF THE

SECRETARY OF STATE

Certified Copy

		January 30, 2013
Job Number:	C20130130-0369
Reference Number:	00003797470-87
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100810830-43	Articles of Organization	1 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER
	Secretary of State
Certified By: Joann Larson
Certificate Number: C20130130-0369
You may verify this certificate
online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20100810830-43 Filing Date and Time Ross Miller 10/27/2010 3:05 PM Secretary of State Entity Number State of Nevada E0521642010-2 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording: see Instructions) NP Inspirada LLC Check box if a Series Limited-Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Date: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page If more than 1 organizer) Kate Cregor [ILLEGIBLE] Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. [ILLEGIBLE] October 27, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This form must be accompanied by appropriate fees. Nevada Secretary of State NRS 88 DLLC Articles Revised: 4-14-09 *050101*

EX-3.29

Exhibit 3.29

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP INSPIRADA LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Inspirada LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

RECITALS

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on October 27, 2010;

B.The Member entered into an operating agreement on October 27, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

3

conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Inspirada LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

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deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

7

Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

8

use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

9

(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

10

the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

11

postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Inspirada LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP INSPIRADA LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                                  ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:                

CERTIFICATE OF MEMBER’S INTEREST

NP Inspirada LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                    (the “Holder”) is the registered owner of [             ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                            , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this     day of                             , 20   .

NP INSPIRADA LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP INSPIRADA LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.30

Exhibit 3.30

STATE OF NEVADA

ROSS MILLER Secretary of State		SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings
	OFFICE OF THE SECRETARY OF STATE

Certified Copy

January 30, 2013

Job Number:	C20130130-0275
Reference Number:	00003797450-45
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100615639-73	Articles of Organization	1 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER Secretary of State
Certified By: Christine Rakow Certificate Number: C20130130-0275 You may verify this certificate online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20100615639-73 Filing Date and Time Ross Miller 08/17/2010 3:30 PM Secretary of State Entity Number State of Nevada E0397792010-7 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording; see instructions) NP IP HOLDINGS LLC Check box if a Series Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada ailing Address (if different from street address) City Zip Code 3. Dissolution Data: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Street Address 2) Name Las Vegas NV 89135 City State Zip Code Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page If more than 1 organizer) Kate Cregor [ILLEGIBLE] Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code   7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. [ILLEGIBLE] August 17, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. Nevada Secretary of State NRS 85 DLLC Articles Revised: 4-14-09

EX-3.31

Exhibit 3.31

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP IP HOLDINGS LLC

This Amended and Restated Operating Agreement (together with the schedules attached hereto, as amended, modified or supplemented from time to time, this “Agreement”) of NP IP Holdings LLC, a Nevada limited liability company (the “Company”), is entered into as of June 16, 2011 (the “Effective Date”) by Station Casinos LLC, a Nevada limited liability company (the “New Propco Member”), Deutsche Bank AG Cayman Islands Branch (the “Opco Agent Member”) and Deutsche Bank AG Cayman Islands Branch (the “Propco Agent Member” and together with New Propco Member and Opco Agent Member, the “Members”) as all of the members of the Company. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

The Members desire to set forth their agreement as to the relationships between the Company and the Members, and among the Members themselves, and to set forth and adopt this Agreement of the Company to provide for the conduct of the Company’s business and affairs on and after the Effective Date, and, by execution of this Agreement in accordance with Chapter 86 of the NRS (the “Act”), hereby agree as follows:

Section 1.Name.

The name of the Company is “NP IP Holdings LLC”.

Section 2.Principal Business Office.

The principal office of the Company in the United States shall be at such place as the New Propco Member may designate from time to time, which need not be in the State of Nevada, and the Company shall maintain records there or such other place as the New Propco Member shall designate. The Company may have such other offices as the New Propco Member may designate. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the New Propco Member may from time to time determine.

Section 3.Registered Office.

The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

Section 4.Registered Agent.

The registered agent for the Company shall be the registered agent designated in the Articles, or such other registered agent as the New Propco Member may designate from time to time.

Section 5.Members.

(a)The mailing address of each Member is set forth on Schedule B attached hereto. Each Member is hereby admitted to the Company as a member of the Company upon its execution of a counterpart signature page to this Agreement.

(b)Subject to Section 9(f), the Members may act by written consent.

(c)Each of the Special Members shall be a Member of the Company that has a ten percent Voting Percentage in the Company and all voting rights associated therewith. Each Special Member shall be a Member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets (and no Special Member shall be treated as a partner in the Company for federal or state law income tax purposes). Pursuant to NRS 86.293, the Special Members shall be noneconomic members (as defined in NRS 86.095) and shall not be required to make any capital contributions to the Company. A Special Member, in its capacity as Special Member, may not bind the Company, grant any rights or licenses with respect to the Licensed IP or other assets of the Company or terminate any license granted by the Company.

Section 6.Certificates.

Kate Cregor has executed, delivered and filed the Articles of the Company with the Secretary of State of the State of Nevada as an “organizer.” Upon the filing of the Articles with the Secretary of State of the State of Nevada, her powers as an “organizer” or “authorized person” ceased, and the New Propco Member thereupon became the designated “authorized person” and shall continue as the “authorized person” of the Company for purposes of acting on behalf of, or executing, delivering and filing documents for, the Company. The New Propco Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

The existence of the Company as a separate legal entity shall continue until the filing of articles of dissolution with the Secretary of State of the State of Nevada, or as otherwise as provided in the Act.

Section 7.Purposes. (a) The purpose to be conducted or promoted by the Company is to engage in the following activities:

(i)acquire, own and hold the Licensed IP;

(ii)license, assign or transfer the Licensed IP (in each case, subject to the New Propco License Agreement and/or the New Opco License Agreements, as applicable, and as otherwise provided herein) and otherwise enter into and perform its obligations under the New Propco License Agreement and/or the New Opco License Agreements, as applicable;

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(iii)subject to the terms of the New Propco License Agreement or the New Opco License Agreements, as applicable, to enter into any successor license agreements with any Person which succeeds to substantially all of the assets and liabilities of New Propco or New Opco, as the case may be, in compliance with the terms of the Basic Documents and otherwise on substantially identical terms to those of the New Propco License Agreement and/or the New Opco License Agreements, as applicable;

(iv)register, protect, enforce, police and maintain the Licensed IP, including, without limitation, initiating, prosecuting, defending and settling legal and other proceedings to protect the Licensed IP (provided that the New Propco Member will bear all associated litigation expenses and that any counsel retained to represent the Company will not look to the Company for payment of its fees or costs, and further it being agreed that the Company has the right to request or engage the New Propco Member to protect and enforce the Licensed IP so long as the New Propco Member does not become a creditor of the Company), and abandon or otherwise divest itself of Licensed IP no longer utilized by the Company, its Members or licensees (provided that such action complies with Section 9(f)(iv));

(v)to own equity interests in other limited liability companies or partnerships whose purposes are restricted to those set forth in clauses (i) through (iv) above; provided, however, that the organizational documents of such other limited liability companies or partnerships are on substantially the same terms as this Agreement; and

(vi)to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Nevada that are related or incidental to and necessary, convenient or advisable for the accomplishment of the above-mentioned purposes (including the entering into of management, servicing and administration agreements).

(b)Notwithstanding anything contained in this Agreement to the contrary, the Company shall not grant any liens on, or security interests in, any of its assets.

Section 8.Powers.

Subject to Section 9(f), the Company, the New Propco Member and the Officers of the Company, (i) shall have and exercise, for and on behalf of the Company, all powers necessary, convenient or incidental to accomplish the purposes of the Company as set forth in Section 7 and (ii) shall have and exercise, for and on behalf of the Company, all of the powers and rights conferred upon limited liability companies formed pursuant to the Act (including, without limitation, the right to exercise, seek, recover and receive any and all rights, claims, causes of action and remedies available to the Company in respect of any breach of the New Propco License Agreement and/or the New Opco License Agreements).

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Section 9.Management.

(a)Generally. The business and affairs of the Company shall be managed by the New Propco Member (who shall have exclusive authority and control over the day-to-day operations and entire business of the Company, and who shall make all decisions required to be taken under this Agreement, except for those limited actions specified in Section 9(f) below); provided, however, that the unanimous consent of all the Members shall be required for the Company to take any of the actions specified in Section 9(f) below.

(b)Powers of the New Propco Member. Except as otherwise specifically provided herein (including, without limitation, Section 9(f)), the New Propco Member shall have all authority, rights and powers to direct and control the management of the Company business to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement. In furtherance of and not in limitation of the foregoing, without any notice to, or the consent of, the Opco Agent Member and/or the Propco Agent Member, the New Propco Member shall have the full and exclusive right to manage and control (or appoint third-party agents to manage and control) the business and affairs of the Company and to make all decisions regarding the business of the Company (including, without limitation, the right to exercise, seek, recover and receive any and all rights, claims, causes of action and remedies available to the Company in respect of any breach of the New Propco License Agreement and/or the New Opco License Agreement), except for those limited actions specified in Section 9(f) below which shall require the unanimous consent of all the Members. Without any notice to, or the consent of, the Opco Agent Member and/or the Propco Agent Member, the New Propco Member shall have and may exercise on behalf of the Company all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the purposes, business and objectives of the Company, including, without limitation, the right, power, authority and authorization to take any or all of the following actions on behalf of the Company, except for those limited actions specified in Section 9(f) below:

(i)to take reasonable actions to protect and preserve the assets of the Company;

(ii)to exercise day-to-day control of the operations of the Company or to delegate such responsibilities to Officers or to any management company responsible for managing the operations of the Company in accordance with the terms of this Agreement; and

(iii)to cause the New Propco License Agreement and/or the New Opco License Agreements to be executed and delivered on behalf of the Company, and to cause the Company to perform its obligations thereunder.

At any and all times when the Articles provide that the Company is to be managed by one or more managers, the New Propco Member shall have all rights and powers of a “manager” (as defined in the Act).

(c)Intentionally Omitted.

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(d)Right to Rely on the New Propco Member. Any Person dealing with the Company may rely (without duty of further inquiry) upon a certificate signed by the New Propco Member as to:

(i)the identity of any Member;

(ii)the existence or nonexistence of any fact or facts which constitute conditions precedent to acts by the Members hereunder or which are in any other manner germane to the affairs of the Company;

(iii)the Persons who are authorized to execute and deliver any instrument or document on behalf of the Company; or

(iv)any act or failure to act by the Company or any other matter whatsoever involving the Company or any Member, except for those actions specified in Section 9(f) above which shall require the certificate to be also signed by all the Members.

(e)Expense Reimbursements. None of the Members shall be entitled to reimbursement for any expenses. However, the New Propco Member agrees, by its signature on the signature page of this Agreement, that the New Propco Member or its designee shall pay for all expenses associated with or related to (i) the formation of the Company, (ii) the permitted activities of the Members (in their respective capacities as such), and (iii) the maintenance in good standing of the Company, including without limitation all attorneys’ fees, accountants’ fees, costs, government filing fees, preparation of tax returns, if necessary, and similar expenses and such expenses shall be allocated by the New Propco Member among New Propco, New Opco and their respective subsidiaries in accordance with cost allocations agreed to by the New Propco and New Opco.

(f)Limitations on the Company’s Activities. Notwithstanding anything herein or in the Basic Documents to the contrary, any and all actions by or on behalf of the Company, any of the Members, any Officer or any other Person are subject to the limitations set forth in this Section 9(f).

(i)This Section 9(f) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity.

(ii)The New Propco Member shall not amend, alter, change or repeal Sections 1, 5(c), 7, 8, 9, 10, 14, 16, 19, 20, 21, 22, 23, 24, 28 or 29 or Schedule A of this Agreement without the unanimous written consent of all the Members.

(iii)Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, any of the Members, any Officer or any other Person, neither any of the Members nor any Officer nor any other Person shall be authorized or empowered, nor shall they

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permit the Company, without the prior unanimous written consent of all the Members, to take any Material Action.

(iv)The New Propco Member shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence and shall use its best efforts to cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its other rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if the New Propco Member shall determine that the preservation thereof (x) is no longer desirable for the conduct of its business, at the discretion of the New Propco Member and that the loss thereof is not disadvantageous in any respect to the Company or (y) will not have a material adverse effect on the New Propco License Agreement and/or the New Opco License Agreements. The New Propco Member also shall cause the Company to:

(A)maintain its own separate books and records and bank accounts and maintain same in a manner so that it will not be materially difficult or costly to segregate, ascertain or otherwise identify the assets and liabilities of the Company;

(B)at all times hold itself out to the public and all other Persons as a legal entity separate and distinct from any of the Members and any other Person;

(C)file any tax returns which the Company may be required by applicable law to file, separate from those of any other Person, and pay any taxes required to be paid under applicable law, in each case solely to the extent that the Company is not treated as a disregarded entity for federal, state or local income tax purposes;

(D)not take any action, file any tax return or make any election inconsistent with the treatment of the Company, for purposes of federal taxes and, to the extent consistent with applicable law, state and local income and other tax purposes, as a disregarded entity that is not separate from the Members, including making an election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for federal income tax purposes;

(E)not commingle its assets with assets of any other Person;

(F)conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence;

(G)pay its own liabilities, losses or expenses only out of its own funds;

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(H)maintain an arm’s length relationship with its Affiliates and any of the Members except as may be set forth in this Agreement, the New Opco License Agreements, the New Propco License Agreement or any other agreement approved by all of the Members;

(I)pay the salaries of its own employees, if any;

(J)not hold out its credit or assets as being available to satisfy the debts or obligations of others;

(K)allocate fairly and reasonably any overhead for shared office space;

(L)use separate stationery, business cards, purchase orders, invoices and checks bearing its own name to the extent it will use such items;

(M)not pledge its assets or secure its liabilities to secure the obligations of any other Person;

(N)correct any misunderstanding known to the New Propco Member regarding the Company’s separate identity;

(O)maintain adequate capital in light of its contemplated business purpose, transactions and liabilities;

(P)not acquire any securities of any of the Members;

(Q)cause the Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company;

(R)maintain separate annual financial statements prepared in accordance with generally accepted accounting principles, consistently applied, showing its assets and liabilities separate and distinct from those of any other Person or entity;

(S)pay or bear the cost of the preparation of its financial statements;

(T)to the extent that Company and any of its Affiliates share the same officers and other employees, allocate fairly, appropriately and nonarbitrarily any salaries and expenses to the extent actually incurred by such parties related to providing benefits to such officers and other employees between or among such entities, with the result that each such entity will bear its fair share of the salary and benefit costs associated with all such common or shared officers or other employees;

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(U)to the extent that Company and any of its Affiliates jointly contract or do business with vendors or service providers or share overhead expenses, allocate fairly, appropriately and nonarbitrarily any costs and expenses incurred in so doing between or among such entities, with the result that each such entity bears its fair share of all such costs and expenses;

(V)to the extent Company contracts or does business with vendors or service providers where the goods or services are wholly or partially for the benefit of its Affiliates, allocate fairly, appropriately and nonarbitrarily any costs incurred in so doing to the entity for whose benefit such goods or services are provided, with the result that each such entity bears its fair share of all such costs;

(W)not identify itself as a division or department of any other entity;

(X)instruct representatives, employees and agents of Company, if any, to hold themselves out to third parties as being representatives, employees or agents, as the case may be, of Company; and

(Y)hold all of its assets in its own name.

(v)Without the prior written consent of all Members, the New Propco Member shall not cause or permit the Company to:

(A)guarantee or assume any obligation of any Person (excluding the endorsement of checks in the ordinary course), including any Affiliate;

(B)engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 7, the Basic Documents or this Section 9(f);

(C)incur, create or assume any indebtedness;

(D)make grant liens on, or security interests in, any assets of the Company;

(E)make or permit to remain outstanding any loan or advance to, or own or acquire any stock, indebtedness or securities of, any Person;

(F)to the fullest extent permitted by law, engage in any action described in the definition of Material Action; or

(G)form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other).

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(vi)Failure of the Company or the New Propco Member, on behalf of the Company, to comply with any of the foregoing covenants or any other covenant contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of any of the Members.

(g)Standard of Care.

(i)Notwithstanding anything to the contrary set forth in this Agreement or under applicable law, neither the New Propco Member nor any Officer shall be liable to the Company, any Member, or any other Person for any action taken on behalf of the Company, except for such actions that have been finally determined by a court of competent jurisdiction to constitute a breach of this Agreement, gross negligence, fraud or willful misconduct. To the extent the Manager or an officer of the Company has any liabilities or duties at law or in equity, including fiduciary duties or other standards of care, more expansive than those set forth in this Section 9(g)(i), such liabilities and duties are hereby modified to the extent permitted under the Act to those set forth in the first sentence of this Section 9(g)(i).

(ii)The parties acknowledge that each Special Member, when voting on any matter requiring its consent under this Section 9, under Section 29 below or otherwise under this Agreement, to the fullest extent permitted by law: (i) shall be released from and held harmless against any fiduciary duty or duty of loyalty to each other or to the New Propco Member in connection therewith; (ii) may cast its vote as it in its sole discretion determines will best preserve and protect the Company’s ability to function as a company which is independent of, and would not be substantively consolidated with, the New Propco Member in the event that the latter became subject to a proceeding in Bankruptcy; and (iii) shall be fully protected from, and held harmless by the New Propco Member against, any liability to the other Members for any actions it takes in good faith in reliance on the provisions of this Agreement.

Section 10.Automatic Resignation.

Upon the occurrence of a Fundamental Event with respect to the Opco Agent Member, the Opco Agent Member shall immediately cease to be a Member of the Company and its Voting Percentage shall be reduced to zero and the New Propco Member’s Voting Percentage shall be automatically increased by the Voting Percentage of the Opco Agent Member immediately prior thereto. Upon the occurrence of a Fundamental Event with respect to the Propco Agent Member, the Propco Agent Member shall immediately cease to be a Member of the Company and its Voting Percentage shall be reduced to zero and the New Propco Member’s Voting Percentage shall be automatically increased by the Voting Percentage of the Propco Agent Member prior thereto.

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Section 11.Officers.

The Officers of the Company shall be designated by the New Propco Member from time to time and shall perform such duties and have such offices as may be designated by the New Propco Member. Any number of offices may be held by the same person. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by the New Propco Member not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and, subject to Section 9(f), the actions of the Officers taken in accordance with such powers shall bind the Company.

Section 12.Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company.

Section 13.Capital Contributions.

SCI, on behalf of the New Propco Member and in accordance with the Asset Purchase Agreement, has contributed to the Company the Licensed IP as a capital contribution pursuant to the Intellectual Property Transfer Agreements, which capital contribution shall be for the account of the New Propco Member. Neither the Opco Agent Member nor the Propco Agent Member shall be required or permitted to make any capital contributions to the Company.

Section 14.Additional Contributions.

The Special Members shall not be permitted to make capital contributions to the Company and the New Propco Member shall not be required to make any additional capital contribution to the Company. The provisions of this Agreement, including this Section 14, are intended to benefit the Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and the Members shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

Section 15.Allocation of Profits and Losses.

The Company’s profits and losses for any period shall be allocated 100% to the New Propco Member. It is intended that the Company be disregarded as an entity separate from the New Propco Member for federal and all relevant state and local income tax purposes as provided for by Treasury Regulations Section 301.7701-3 and comparable provisions of applicable state tax law.

Section 16.Distributions.

Distributions shall be made at the times and in the aggregate amounts determined by the New Propco Member. All such distributions shall be made to the New Propco Member and the

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Special Members shall not have any right to any such distribution under this Agreement; provided, however, that the Company shall not be allowed to distribute in kind any of the Licensed IP or any of its rights under the Basic Documents, the New Opco License Agreements or the New Propco License Agreement. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be permitted to make a distribution to the Members on account of their interest in the Company if such distribution would violate NRS 86.343 or any other applicable law.

Section 17.Books and Records.

The New Propco Member shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The books of the Company shall at all times be maintained by the New Propco Member. Each Member and New Opco and their respective duly authorized representatives shall, upon written demand, have the right upon reasonable notice to have access to the books, records and documents of the Company during normal business hours; provided, however, that the foregoing shall not require the Company (i) to disclose any information of the Company if the disclosure of such information could reasonably be expected to, based on advice of outside counsel, adversely affect the Company’s attorney-client privilege, or (ii) to disclose any material trade secrets or the like. Any request made pursuant to this Section 17 shall (a) be in writing, (b) be made in good faith, and (c) describe with reasonable particularity the records or information desired and the purpose therefor. In connection with and as a condition to any such inspection, such inspecting Person shall enter into a confidentiality agreement with such Company in substantially the form attached hereto as Schedule D. The Company’s books of account shall be kept using the method of accounting determined by the New Propco Member. The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the New Propco Member.

Section 18.Other Business.

The Members and any Affiliate of the Members may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

Section 19.Assignments; Transfers.

Prior to a Fundamental Event, no Member shall assign in whole or in part its Membership Interest; provided that (i) the Opco Agent Member may assign all, and not less than all, of its Membership Interest to a successor designee which is acting as or appointed by the successor agent under the New Opco Credit Agreement; (ii) the Propco Agent Member may assign all, and not less than all, of its Membership Interest to a successor designee which is acting as or appointed by the successor agent under the New Propco Credit Agreement; and (iii) the Propco Member shall be permitted to pledge or hypothecate any or all of its Membership Interest to the Propco Agent Member or any other lender to the Propco Member or any agent acting on such lender’s behalf, and any Transfer of such Membership Interest pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent)

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or Transferee of such lender (or agent), as the case may be, shall become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, the Propco Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 19. This Section 19 may not be amended or modified so long as the Propco Member’s Membership Interest is subject to a pledge or hypothecation without the pledgee’s (or the transferee of such pledgee’s) prior written consent. In addition to the foregoing, if either the New Propco Credit Agreement or the New Opco Credit Agreement is refinanced in full through a replacement or successor agreement, then such refinancing shall not constitute a Fundamental Event and such replacement or successor agreement shall be deemed to constitute the New Propco Credit Agreement or New Opco Credit Agreement, as applicable, for purposes of this Agreement. Subject to the preceding provisions of this Section 19 and subject to Section 21, any permitted transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. If a Member transfers all of its Membership Interest in the Company pursuant to this Section 19, such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation or which otherwise succeeds to the assets and liabilities of a Member as a whole by way of an assignment of substantially all assets of the applicable Member shall, without further act, be a Member hereunder, and such merger or consolidation or succession by assignment of substantially all assets shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Section 20.Resignation and Removal.

Except pursuant to Section 10, upon the occurrence of a Fundamental Event, none of the Members may resign or be removed as a member of the Company.

Section 21.Admission of Additional Members.

One or more additional members of the Company may be admitted to the Company with the unanimous written consent of all the Members.

Section 22.Dissolution.

(a)Subject to Section 9(f), the Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining Member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining Member of the Company in the Company unless the business of the Company is continued in a manner permitted by this Agreement or the Act, and (ii) the entry of a decree of judicial dissolution under NRS 86.495.

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Upon the occurrence of any event that causes the last remaining Member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such Member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such Member in the Company, agree in writing (x) to continue the Company and (y) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company in the Company.

(b)Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall not cause a Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

(c)Notwithstanding any other provision of this Agreement, each of the Members waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of a Member, or the occurrence of an event that causes a Member to cease to be a member of the Company.

(d)In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in NRS 86.521.

(e)The Company shall have perpetual existence except that Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the articles of dissolution shall have been filed in the office of the Secretary of State of the State of Nevada in the manner required by the Act.

Section 23.Waiver of Partition; Nature of Interest.

Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, each of the Members hereby irrevocably waives any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Members shall not have any interest in any specific assets of the Company, and the Members shall not have the status of a creditor with respect to any distribution pursuant to Section 16 hereof. The Membership Interest of the Members in the Company is personal property.

Section 24.Benefits of Agreement; No Third-Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Members. Except as provided in Section 17 with respect to the rights of New Opco to receive certain information, nothing in this Agreement shall be deemed to create any right in any Person not a party hereto, and this Agreement shall not

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be construed in any respect to be a contract in whole or in part for the benefit of any third Person (except as provided in Section 27).

Section 25.Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

Section 26.Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

Section 27.Binding Agreement.

Notwithstanding any other provision of this Agreement, the Members agree that this Agreement, including, without limitation, Sections 7, 8, 9, 10, 19, 20, 21, 22, 24, 27 and 29, constitutes a legal, valid and binding agreement of the Members.

Section 28.Governing Law.

This Agreement shall be governed by and construed under the laws of the State of Nevada (without regard to conflict of laws principles), all rights and remedies hereunder being governed by said laws.

Section 29.Amendments.

Subject to Section 9(f), this Agreement may be modified, altered, supplemented or amended by the unanimous written consent of all the Members.

Section 30.Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

Section 31.Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in Section 2, (b) in the case of the Members, to a Member at its address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

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Section 32.Certificates; Evidence of Ownership.

(a)The Company may issue to any Member a Membership Certificate to evidence such Member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP IP Holdings LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

15

(iv)satisfies any other reasonable requirements imposed by the Company..

Section 33.Effectiveness.

Pursuant to NRS 86.286(2), this Agreement shall be effective as of the Effective Date.

[Remainder of page intentionally left blank]

16

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Operating Agreement as of Effective Date.

MEMBER:
STATION CASINOS LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Executive Vice President

[NP IP HOLDINGS — OPERATING AGREEMENT]

DEUTSCHE BANK AG CAYMAN
ISLANDS BRANCH, as Propco Agent Member
By:	/s/ Robert W. Pettinato, Jr.
Name:	Robert W. Pettinato, Jr.
Title:	Managing Director
By:	/s/ John K. Beacham
Name:	John K. Beacham
Title:	Director

Signature Page to Amended and Restated Operating Agreement of NP IP Holdings LLC

DEUTSCHE BANK AG CAYMAN
ISLANDS BRANCH, as Opco Agent Member
By:	/s/ David J. Crescenzi
	Name:	David J. Crescenzi
	Title:	Managing Director
By:	/s/ Benjamin Souh
	Name:	Benjamin Souh
	Title:	Vice President

SCHEDULE A

Definitions

A.Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” has the meaning set forth in the preamble.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person.

“Agreement” has the meaning set forth in the preamble.

“Articles” means the Articles of Organization of the Company filed with the Secretary of State of the State of Nevada on August 17, 2010, as amended or amended and restated from time to time.

“Asset Purchase Agreement” means the Asset Purchase Agreement, dated as of June 7, 2010, by and among SCI, those subsidiaries of SCI listed in Annex I thereto and FG Opco Acquisitions LLC, as has been and as may be amended, modified or supplemented from time to time.

“Bankruptcy” means, with respect to any Person, (a) if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (b) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended, for purposes of this Agreement, to replace and shall supersede and replace the definition of “Bankrupt” set forth in NRS 86.031.

“Basic Documents” means (i) this Agreement, (ii) the Intellectual Property Transfer Agreements, (iii) the New Opco Credit Agreement, (iv) the New Propco Credit Agreement, (v), the New Propco License Agreement, (vi) the New Opco License Agreements and (vi) all documents and certificates contemplated thereby or delivered in connection therewith.

“Company” has the meaning set forth in the preamble.

20

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, general partnership interests or voting member’s interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

“Effective Date” has the meaning set forth in the preamble.

“Fundamental Event” means (A) with respect to the Opco Agent Member, the earlier of (i) payment in full of the Obligations and termination of all commitments to lend under the New Opco Credit Agreement, or (ii) the expiration of the Transition Period (as defined in the Transition Services Agreement, dated as of the date hereof, by and among FE Opco Management LLC, New Propco and New Opco) and (B) with respect to the Propco Agent Member, the payment in full of all obligations and termination of all commitments to lend under the New Propco Credit Agreement; provided, that if either the New Propco Credit Agreement or the New Opco Credit Agreement is refinanced in full through a replacement or successor agreement, then such refinancing shall not constitute a Fundamental Event as more fully set forth in Section 19.

“Intellectual Property Transfer Agreements” means, collectively, the three Intellectual Property Transfer Agreements, dated as of the date hereof, by and between (i) SCI and the Company, pursuant to which the Company acquired the Licensed IP, (ii) SCI and New Opco, and (iii) SCI and New Propco Member.

“Licensed IP” means, collectively, the Licensed IP, as defined in the New Propco License Agreement, the Licensed IP (as defined in the New Opco IP License Agreement) and the Licensed Marks, (as defined in the New Opco Trademark License Agreement), including without limitation the items set forth on Schedule C attached hereto.

“Material Action” means to (i) consolidate or merge the Company with or into any Person (whether or not such merger or consolidation is with or into a wholly owned subsidiary corporation or a merger solely to effect a change in domicile), (ii) sell, convey or otherwise dispose of in any manner, including by exclusive license (or agree in writing to do the same), all or a material portion of the property, rights or assets of the Company other than pursuant to the New Propco License Agreement or the New Opco License Agreements, (iii) sell, convey or otherwise dispose of in any manner, including by exclusive license (or agree in writing to do the same), any rights in the Licensed IP other than pursuant to the New Propco License Agreement or the New Opco License Agreements, (iv) engage in any transaction with any Affiliate other than pursuant to the New Propco License Agreement or the New Opco License Agreements, (v) institute any proceeding to have the Company adjudicated bankrupt or insolvent, (vi) consent to the institution of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief with respect to the Company under any applicable federal or state law relating to bankruptcy, (vii) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, (viii) consent to substantive consolidation of the Company, (ix) make any assignment for the benefit of creditors of the Company, (x) admit in writing the Company’s inability to pay its debts generally as they become due, (xi) take any action that

21

might reasonable be expected to cause the Company to become insolvent, (xii) to the fullest extent permitted by law, dissolve or liquidate the Company, or (xiii) take action in furtherance of any of the foregoing. Notwithstanding anything in this definition or the Agreement to the contrary, a “Material Action” shall not include any grant by the Company of a non-exclusive license of rights in or under the Licensed IP to a Member or any third-party, in each case, that are not in conflict with either the New Propco License Agreement or the New Opco License Agreement.

“Members” has the meaning set forth in the preamble, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member (as defined in NRS 86.081) of the Company.

“Membership Interest” means all of the rights, powers, obligations and duties of a Member of the Company, including, but not limited to, any right to receive distributions and all voting rights permitted to a Member under this Agreement or the Act.

“New Opco” means NP Opco LLC, a Nevada limited liability company.

“New Opco Credit Agreement” means the Credit Agreement, dated as of the date hereof, among New Opco, as borrower, the financial institutions party thereto as lenders and Deutsche Bank Trust Company Americas, as Administrative Agent, as the same may be modified, amended or otherwise restated from time to time, and, to the extent provided in Section 19, shall include any agreement providing for the refinancing in full of the indebtedness under such agreement.

“New Opco IP License Agreement” means that certain IP Holdco to Opco IP License Agreement, dated as of the date hereof, by and between the Company and New Opco.

“New Opco IP License Agreements” means, collectively, the New Opco IP License Agreement and the New Opco Trademark License Agreement.

“New Opco Trademark License Agreement” means that certain IP Holdco to Opco Trademark License Agreement, dated as of the date hereof, by and between the Company and New Opco.

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“New Propco Member” has the meaning set forth in the preamble.

“New Propco Credit Agreement” means the Credit Agreement, dated as of the date hereof, among New Propco, as borrower, the financial institutions party thereto as lenders and Deutsche Bank AG, New York Branch, as Administrative Agent, as the same may be modified, amended or otherwise restated from time to time, and, to the extent provided in Section 19, shall include any agreement providing for the refinancing in full of the indebtedness under such agreement.

22

“New Propco License Agreement” means that certain IP Holdco to Propco License Agreement, dated as of the date hereof, by and between the Company and New Propco.

“NRS” means the Nevada Revised Statutes, as amended from time to time.

“Obligations” means the indebtedness, liabilities and obligations of New Opco under or in connection with the New Opco Credit Agreement or any related document in effect as of any date of determination.

“Officer” means an officer of the Company described in Section 11.

“Officer’s Certificate” means a certificate signed by any Officer of the Company who is authorized to act for the Company in matters relating to the Company.

“Opco Agent Member” has the meaning set forth in the preamble.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

“Propco Agent Member” has the meaning set forth in the preamble.

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“SCI” means Station Casinos, Inc., a Nevada corporation.

“Special Members” means the Opco Agent Member and the Propco Agent Member, each of which is a noneconomic member (as defined in the Act) holding a Voting Percentage. The Members agree that because the Special Members have no economic interest in the Company that the Special Members shall not be treated as partners in the Company for federal income tax purposes.

“Voting Percentage” of any Member means the percentage representing such Member’s right to vote on all matters on which Members may vote under the Act or this Agreement.

B.            Rules of Construction

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

23

SCHEDULE B

Member

		Distribution &
		Allocation
		Percentage		Voting
Name	Mailing Address	Interest		Percentage
Station Casinos LLC	1505 S. Pavilion Center Drive	100	%	80	%
	Las Vegas, NV 89135
Deutsche Bank AG	60 Wall Street	0	%	10	%
Cayman Islands Branch,	New York, NY 10005
as Propco Agent Member	Attn: Robert Pettinato
Deutsche Bank AG	60 Wall Street	0	%	10	%
Cayman Islands Branch,	New York, NY 10005
as Opco Agent Member	Attn: Mary Kay Coyle

24

SCHEDULE C

Licensed IP

U.S. Trademark Registrations

Mark	Class(es)	Reg. No.	Reg. Date
$100,000 BONUS COUNTDOWN COVERALL 5 95 (and design)	41	3534904	11/18/2008
ALWAYS YOUR BEST BET	41	2927333	02/22/2005
BET BETTER	41	3626342	05/26/2009
BET BETTER (and design)	41	3626438	05/26/2009
BIG 3 BINGO	41	3434449	05/27/2008
BOARDING PASS	41	2083905	07/29/1997
BOARDING PASS REWARDS	41	2617317	09/10/2002
BOULDER STATION	42	1661188	10/15/1991
BOULDER STATION	41	1634453	02/05/1991
BOUNCE BACK BONUS!	41	2746828	08/05/2003
CABO	41	2579020	06/11/2002
CAR A DAY IN MAY GIVEAWAY (and design)	41	1850941	08/23/1994
CAR-A-DAY	41	2085185	08/05/1997
DAILY SUPER SWIPE GIVEAWAY	41	3736395	01/12/2010
EARN ‘N PLAY BONUS DAYS	41	3905471	01/11/2011
FAMOUS FOR WINNERS	41	3828210	08/03/2010
FEAST AROUND THE WORLD	42	2168341	06/23/1998
FEAST BUFFET	43	3555873	01/06/2009
FEAST BUFFET (and design)	43	3555901	01/06/2009
FOOTBALL FRENZY	41	2746368	08/05/2003
GREAT HANDS $10,000 HOLD’EM BONUS CHALLENGE AAAJJ (and design)	41	3376109	01/29/2008
JOKERS GONE WILD	41	1788564	08/17/1993
JUMBO BINGO	41	2848825	06/01/2004
JUMBO BLACKJACK	41	3382302	02/12/2008
JUMBO HOLD`EM POKER PROGRESSIVE	41	3001950	09/27/2005
JUMBO HOLD `EM POKER PROGRESSIVE (and design)	41	3456662	07/01/2008
JUMBO JACKPOT	41	3618956	05/12/2009
JUMBO JACKPOT MY CARD BONUS (and design)	41	3610004	04/21/2009
JUMBO JACKPOT BOARDING PASS BONUS (and design)	41	3053536	01/31/2006
JUMBO KENO	41	3029709	12/13/2005
JUMBO PENNY	41	2889937	09/28/2004
JUMBO RACE JACKPOT	41	3267998	07/24/2007
JUMBO REEL	41	3797404	06/01/2010
JUMBO REEL CASH BONUS (and design)	41	3839027	08/24/2010
JUMBO ROYALS	41	3915954	02/08/2011

KENO TO GO	41	3391916	03/04/2008
KENOMANIA	41	1634451	02/05/1991
LAST MAN STANDING	41	3355895	12/18/2007
LOCALS FAVORITE	41	2901067	11/09/2004
LUXE VEGAS	41	3396567	03/11/2008
MARCH IN DRIVE OUT	41	2433618	03/06/2001
MILLION $ BINGO (and design)	41	3506777	09/23/2008
MY CARD	41	3597437	03/31/2009
MY REWARDS	41	3597438	03/31/2009
MY REWARDS MY WAY	41	3660807	07/28/2009
MY STATION	35	3943530	04/12/2011
MY VACATION	41	3835007	08/17/2010
MY VACATION	44	3835008	08/17/2010
MY WAY	41	3654710	07/14/2009
PALACE STATION HOTEL-CASINO (and design)	41	1494589	6/28/1988
PALACE STATION HOTEL-CASINO (and design)	42	1494641	6/28/1988
PALACE STATION HOTEL-CASINO (and design)	35	1494471	6/28/1988
PALACE STATION (stylized)	35	1479936	3/8/1988
PALACE STATION (stylized)	41	1480097	3/8/1988
PALACE STATION (stylized)	42	1491647	6/7/1988
PERSONAL PROGRESSIVE	41	2948392	05/10/2005
POINT. CLICK. CHILL...	41	3582178	03/03/2009
POINT. CLICK. CHILL...	43	3394631	03/11/2008
RAINING REWARDS	41	2746827	08/05/2003
RED ROCK STATION	25	2931043	3/8/2005
RED ROCK STATION	35	2976428	7/26/2005
RED ROCK STATION	41	2845193	5/25/2004
RED ROCK STATION	42	3076981	4/4/2006
REVERSIBLE ROYALS	41	1634452	02/05/1991
SANTA FE STATION	41	2592683	07/09/2002
SANTA FE STATION	42	2568347	05/07/2002
SOCIAL CLICK	45	3932255	03/15/2011
SPORTS CONNECTION	41	3626090	05/26/2009
STATION CASINOS SPORTS CONNECTION (and design)	41	3626343	05/26/2009
STATION CASINOS	42	1863360	11/15/1994
STATION CASINOS	41	1864405	11/22/1994
STATION CASINOS	25	2224338	02/16/1999
STATION REWARDS	41	3029595	12/13/2005
SUNSET STATION	21	2087587	8/12/1997
SUNSET STATION	25	2106796	10/21/1997
SUNSET STATION	41	2793353	12/16/2003
SUNSET STATION	42	2793354	12/16/2003
TEXAS STATION	41	2085735	08/05/1997
TEXAS STATION	35, 42	2129911	01/20/1998
TEXAS STATION GAMBLING HALL & HOTEL	41	2097143	09/16/1997
TEXAS STATION GAMBLING HALL & HOTEL	42	2121064	12/16/1997
THE FEAST	42	1920433	09/19/1995

THE FEAST (and design)	42	1661178	10/15/1991
THE GREAT GIVEAWAY	41	2266731	08/03/1999
THE MIDNIGHT FEAST (and design)	42	1653993	08/13/1991
TRIPLE DOWN	41	3565316	01/20/2009
TRIPLE PAY DEUCES WILD POKER	41	1788560	08/17/1993
TURF GRILL	41, 43	3290343	09/11/2007
WIN WITHOUT WINNING	41	2827502	03/30/2004
XTRA “PLAY CASH”	41	2660649	12/10/2002

U.S. Trademark Applications

Mark	Class(es)	Application No.	Filing Date
BOULDER STATION	41	85/283,931	04/01/2011
BOULDER STATION	43	85/283,998	04/01/2011
DETOX/RETOX	43	77/624,741	12/02/2008
DETOX/RETOX	41	77/624,819	12/02/2008
DETOX/RETOX	44	77/624,749	12/02/2008
DURANGO STATION	35	77/481,768	05/22/2008
DURANGO STATION	43	77/499,076	06/13/2008
DURANGO STATION	41	85/066,836	06/18/2010
JUMBO CASH WHEEL	41	77/919,502	01/25/2010
JUMBO TO GO	41	85/287,167	04/05/2011
MOUNT ROSE STATION	25	85/053,294	06/02/2010
MOUNT ROSE STATION	35	85/053,286	06/02/2010
MY PLAY	41	77/381,463	01/26/2008
MY STATION	41	77/640,989	12/29/2008
MY VACATION	43	77/918,713	01/23/2010
NIGHTLIFE STATION	41	85/163,698	10/28/2010
POINT. CLICK. CONVENE.	43	77/895,617	12/17/2009
POINT. CLICK. CONVENE.	45	77/895,601	12/17/2009
POINT. CLICK. DINE.	43	77/896,748	12/18/2009
POINT. CLICK. DINE.	45	77/893,834	12/15/2009
POINT. CLICK. PAMPER.	44	77/895,581	12/17/2009
POINT. CLICK. PAMPER.	45	77/895,546	12/17/2009
POINT. CLICK. PLAY.	45	77/893,847	12/15/2009
POINT. CLICK. PLAY.	41	77/893,873	12/15/2009
POINT. CLICK. RELAX.	44	77/893,932	12/15/2009
POINT. CLICK. RELAX.	45	77/893,947	12/15/2009
POINT. CLICK. STAY.	43	77/893,994	12/15/2009
POINT. CLICK. STAY.	45	77/893,985	12/15/2009
POINT. CLICK. SAVE.	41	85/287,135	04/05/2011
POINT. CLICK. SAVE.	43	85/287,125	04/05/2011
POINT. CLICK. SAVE.	44	85/287,110	04/05/2011
POINT. CLICK. TASTE	43	77/895,656	12/17/2009
POINT. CLICK. TASTE	45	77/895,640	12/17/2009
TERRA VINO	41	85/225,785	01/25/2011

Mark	Class(es)	Application No.	Filing Date
TERRA VINO	43	85/224,978	01/24/2011
WE LOCALS (and design)	25	85/288,139	04/06/2011
WE LOCALS (and design)	35	85/288,232	04/06/2011
WE LOCALS (and design)	41	85/288,297	04/06/2011
WE LOCALS (and design)	43	85/288,283	04/06/2011
WE LOCALS (and design)	44	85/288,251	04/06/2011
WE LOVE LOCALS	41	85/212,834	01/07/2011
WE LOVE LOCALS	43	85/212,826	01/07/2011
WE LOVE LOCALS	44	85/212,815	01/07/2011

State Trademark Registrations

Mark	State	Reg. No.	Reg. Date
$1.6 MILLION WINFALL OF CASH	NV	E0649812009-3	12/11/2009
$100,000 BINGO COUNTDOWN COVERALL (and design)	NV	SM00360895	12/07/2004
$100,000 BINGO COUNTDOWN COVERALL (and design)	NV	SM00360896	12/07/2004
$100,000 BINGO COUNTDOWN COVERALL (and design)	NV	SM00360897	12/07/2004
$100 GET-IT-BACK GUARANTEE	NV	E0421292008-4	06/30/2008
BET BETTER	NV	E0629602008-3	10/03/2008
BEYOND THE BEST	NV	SM00290976	05/15/1997
BEYOND THE BEST	NV	SM00290977	05/15/1997
BIG 3 BINGO	NV	E0083932006-0	02/06/2006
BIG 3 BINGO	NV	E0083882006-3	02/06/2006
BIG 3 BINGO	NV	E0083912006-8	02/06/2006
BOARDING PASS	NV	SM00290326	08/21/1996
BOARDING PASS REWARDS	NV	SM00330730	03/13/2001
BOULDER STATION	NV	SM00230433	03/09/1990
BOULDER STATION	NV	SM00230432	03/09/1990
BOUNCE BACK BONUS!	NV	SM00350134	12/02/2002
CABO (and design)	NV	SM00300793	03/09/1998
CABO (and design)	NV	TM00300791	03/09/1998
CABO (and design)	NV	TM00300792	03/09/1998
CAR-A-DAY	MN	20,691	05/07/1993
CAR A DAY GIVEAWAY	NV	SM00190856	10/02/1985
CAR A DAY IN MAY GIVEAWAY	NV	SM00190782	08/19/1985
CAR-A-DAY IN MAY	MN	20,672	04/30/1993

Mark	State	Reg. No.	Reg. Date
CAR-A-DAY IN MAY GIVEAWAY (and design)	MN	20,673	04/30/1993
DETOX/RETOX	NV	E0031512010-4	01/22/2010
DETOX/RETOX	NV	E0042582010-4	01/22/2010
DETOX/RETOX	NV	E0651682009-0	12/17/2009
EVERYONE WINS!	NV	E0348062007-6	05/15/2007
FAMOUS FOR WINNERS!	NV	SM00290463	10/23/1996
FEAST AROUND THE WORLD	CA	58004	08/05/2003
FEAST AROUND THE WORLD (and design)	NV	SM00360744	09/30/2004
FEAST AROUND THE WORLD (and design)	NV	SM00360745	09/30/2004
FEAST AROUND THE WORLD (and design)	NV	SM00360746	09/30/2004
FEAST BUFFET	NV	E0343702006-8	05/08/2006
FEAST BUFFET	NV	E0346122006-1	05/08/2006
FEAST BUFFET	NV	E0346632006-2	05/08/2006
FOOTBALL FRENZY	NV	SM00340256	09/21/2001
FROM THE PEOPLE WHO CREATED LOCAL CASINOS	NV	SM00340511	02/21/2002
FROM THE PEOPLE WHO CREATED LOCAL CASINOS	NV	SM00340512	02/12/2002
KENOMANIA	NV	SM00230436	03/09/1990
JOKERS GONE WILD	NV	SM00250798	12/17/1992
JUMBO BINGO	NV	SM00350484	04/30/2003
JUMBO BINGO PROGRESSIVE	NV	SM00340072	07/17/2001
JUMBO HOLD’EM POKER PROGRESSIVE	NV	SM00350522	05/07/2003
JUMBO JACKPOT	NV	SM00350467	04/18/2003
JUMBO KENO	NV	E0879832005-9	12/20/2005
JUMBO KENO	NV	E0879862005-2	12/20/2005
JUMBO KENO	NV	E0880022005-5	12/20/2005
JUMBO MILLION DOLLAR BINGO GAME	NV	E0267732010-4	05/26/2010
JUMBO PENNY	NV	SM00360499	06/25/2004
LAST MAN STANDING	NV	E0332862007-4	05/10/2007
LIGHTNING FAST CASH	NV	E0258442011-9	05/04/2011
LOCAL’S FAVORITE	NV	SM00340686	04/16/2002
LOCAL’S FAVORITE	NV	SM00340687	04/16/2002
MARCH MAYHEM	NV	E0275532005-3	05/10/2005
MARCH MAYHEM	NV	E0275602005-2	05/10/2005
MARCH MAYHEM	NV	E0275642005-6	05/10/2005
MILLION $ BINGO	NV	E0042512008-3	01/17/2008
MY CARD	NV	E0129702008-0	02/25/2008
MY REWARDS	NV	E0129682008-6	02/25/2008

Mark	State	Reg. No.	Reg. Date
NO JACKPOTS REQUIRED!	NV	SM00310076	06/29/1998
ODDBALL BINGO	NV	SM00300811	03/10/1998
ONE CARD DOES IT ALL!	NV	SM00330188	08/21/2000
PALACE STATION	NV	SM00210229	07/28/1987
PALACE STATION	NV	TN00180796	12/05/1983
PALACE STATION (logo)	NV	SM00210230	07/28/1987
PALACE STATION CASINO	NV	TN00180795	12/05/1983
PALACE STATION CASINO (and design)	NV	SM00190042	04/16/1984
PAYCHECK BONANZA PLUS	NV	SM00330359	10/18/2000
POINT. CLICK. CONNECT.	NV	E0210042011-5	04/12/2011
PUT YOUR MONEY ON THE SPORTS THAT MATTER	NV	E0629572008-8	10/03/2008
RED ROCK STATION	NV	SM00360831	10/21/2004
RED ROCK STATION	NV	SM00360832	10/21/2004
RED ROCK STATION	NV	SM00360833	10/21/2004
REVERSIBLE ROYALS	NV	SM00230437	03/09/1990
SANTA FE STATION	NV	SM00330325	10/11/2000
SPORTS CONNECTION	NV	E0601942008-1	09/10/2008
STATION CASINOS	NV	SM00260089	03/22/1993
STATION CASINOS	NV	SM00260090	03/22/1993
SUNSET STATION	NV	SM00290407	09/23/1996
SUNSET STATION	NV	SM00290408	09/23/1996
THE FEAST	NV	SM00240184	01/14/1991
THE GRAND CAFÉ	NV	E0293212005-7	05/16/2005
THE GRAND CAFÉ	NV	E0293252005-1	05/16/2005
THE GRAND CAFÉ	NV	SM00360395	05/11/2004
TEXAS STATION	NV	SM00290164	07/16/1996
TEXAS STATION	NV	SM00290165	07/16/1996
TEXAS STATION GAMBLING HALL & HOTEL	NV	SM00290162	07/16/1996
TEXAS STATION GAMBLING HALL & HOTEL	NV	SM00290163	07/16/1996
TRIPLE PAY DEUCES WILD	NV	SM00250804	12/17/1992
TURF GRILL	NV	E0346602006 9	05/08/2006
TURF GRILL	NV	E0346612006 0	05/08/2006
WE (HEART SHAPE) LOCALS	NV	E0074122011-9	01/21/2011
WE (HEART SHAPE) LOCALS	NV	E0064952011-6	01/21/2011
WE (HEART SHAPE) LOCALS	NV	E0196392011-7	04/06/2011
WIN WITHOUT WINNING	NV	SM00350538	05/14/2003

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U.S. Patents

Title	Pat. No.
Method and system for remote gaming	7,731,586
Paging system and location verification for remote access to wagering systems	7,690,995
Player tracking system for gaming tables	7,018,291
Player tracking system for gaming tables	6,672,589
Multi-property player tracking system	6,302,793

U.S. Patent Applications

Title	App. No.
Methods and devices for operating a modified Bingo game	11/999,544
Methods and devices for playing a modified Baccarat game	11/820,686
Method and system for operating a linked casino activity	12/082,879

Foreign Patent Applications

Title	App. No.
Method and devices for playing a modified Baccarat game (Macau)	I/812
Method and devices for playing a modified Baccarat game (Singapore)	2008-04650-0
Method and devices for playing a modified Baccarat game (Canada)	2,635,371
Method and devices for playing a modified Baccarat game (Australia)	2008-202639

Copyrights

Title	Reg. No.
Screen displays of Station Casinos Sports Connection Website	VA0001660925

1

SCHEDULE D

Form of Confidentiality Agreement

NP IP Holdings LLC (the “Company”)

1505 South Pavilion Center Drive

Las Vegas, Nevada 89135

[Date]

PRIVATE & CONFIDENTIAL

[Name of Inspector] (“you” or “your”)

[Address of Inspector]

[Address of Inspector]

Ladies and Gentlemen:

Reference is made to the Amended and Restated Operating Agreement of NP IP Holdings LLC, dated as of [         ], 2011, by and among the Company, Deutsche Bank Trust Company Americas and Deutsche Bank AG Cayman Islands Branch (the “Operating Agreement”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Operating Agreement.

Pursuant to Section 17 of the Operating Agreement, certain parties, upon written notice, have the right upon reasonable notice and during the usual hours for business to have access to books, records and documents of the Company. Section 17 of the Operating Agreement provides that the rights of each such party thereunder are subject to each such party entering into a confidentiality agreement with the Company.

Accordingly, as a condition to such access and information being made available to you or your Affiliates or your or your Affiliates’ representatives, auditors and regulators (collectively, “Representatives”), you agree to treat any information concerning the Company, its Affiliates and their respective subsidiaries and any other information (whether prepared by the Company, its representatives or otherwise and irrespective of the form of communication) that is or was made available to you or your Affiliates or your or your Affiliates’ Representatives on or after the date hereof by or on behalf of the Company pursuant to this confidentiality agreement (herein collectively referred to as the “Confidential Information”) in accordance with the provisions of this confidentiality agreement, and to take or abstain from taking certain other actions hereinafter set forth.

The term “Confidential Information” also shall be deemed to include those portions of all notes, analyses, compilations, records, reports, studies, interpretations or other documents (irrespective of the form of communication) prepared by you or your Affiliates or your or your Affiliates’ Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to you or your Affiliates or your or your Affiliates’ Representatives pursuant hereto. The term “Confidential Information” does not include information that (a) is or becomes generally available to the public other than as a result of a disclosure by you or your Affiliates or your or your Affiliates’ Representatives in violation of this confidentiality agreement, (b) was or becomes available to you or any of your Affiliates or any of your or their Representatives on a non-confidential basis from a source other than any Company, provided such other source is not known by you after reasonable inquiry to be bound by a confidentiality obligation to any Company, (c) is already in your possession or the possession of one of your Affiliates or (d) is

1

information that you or one of your Affiliates has the right to receive pursuant to the terms of any agreement with the Company (other than this confidentiality agreement and the Operating Agreement).

You hereby agree that you or your Affiliates or your or your Affiliates’ Representatives shall review, possess and use the Confidential Information solely for the purpose of evaluating your direct and indirect equity holdings in the Company, and, without limiting the foregoing, you agree that the Confidential Information will not be used knowingly in any way that is for competitive purposes or to obtain any commercial advantage with respect to the Company or any of its Affiliates. You agree that the Confidential Information will be kept confidential and that you, your Affiliates, your Representatives and your Affiliates’ Representatives will not disclose any of the Confidential Information in any manner whatsoever; provided, however, that (i) you may make any disclosure of such information to which the Company gives its prior written consent, (ii) you may disclose Confidential Information in connection with any claim, action or proceeding brought by or otherwise involving you or any of your Affiliates relating to the Company and (iii) any of such information may be disclosed to your Affiliates or your or their Representatives who (A) need to know such information for the sole purpose of assisting you in evaluating your direct and indirect equity holdings in the Company; (B) are informed by you of the confidential nature of the Confidential Information; and (C) are directed by you to maintain the confidentiality of the Confidential Information. In any event, you agree to undertake reasonable precautions to safeguard and protect the confidentiality of the Confidential Information and you shall be fully responsible for any conduct by any of your Representatives that would constitute a breach of this confidentiality agreement had such Representative been a party to this confidentiality agreement (such conduct being hereinafter described as a “breach” by your Representative). Upon becoming aware of any breach or threatened breach of this confidentiality agreement, you agree to give prompt written notice of such breach or threatened breach to the Company.

In the event that any of you, your Affiliates, your Representatives or your Affiliates’ Representatives are requested or required by applicable law or regulation (including, without limitation by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar or equivalent process) to disclose any of the Confidential Information, you shall provide (unless precluded by applicable law or regulation) the Company with prompt written notice (to the attention of the General Counsel, at the address set forth on the first page of this confidentiality agreement) of any such request or requirement so that the Company may seek a protective order or other appropriate remedy, at the Company’s sole cost and expense, consult with you with respect to taking steps to resist or narrow the scope of such request or legal process and/or waive compliance, in whole or in part, with the provisions of this Confidential Information. If, in the absence of a protective order or other remedy or the receipt of a waiver by Confidential Information, you or any of your Representatives are nonetheless, based on the advice of your or your Representatives’ respective legal counsel (which may be internal counsel), legally required to disclose Confidential Information, you or your Representative may, without liability hereunder, disclose only that portion of such Confidential Information that you reasonably believe is legally required to be disclosed, provided that you exercise your commercially reasonable efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding anything in this confidentiality agreement to the contrary, you and your Affiliates and your and their respective Representatives may disclose Confidential Information, upon request, to any bank or other regulatory body or agency, provided that such request is in connection with an examination of you or any of your Affiliates conducted by such bank or other regulatory body or agency, without providing prior written notice to the Company or otherwise complying with the requirements of this paragraph.

2

You acknowledge that you, your Affiliates, your Representatives or your Affiliates’ Representatives may receive material non-public information in connection with the rights afforded to you pursuant to Section 17 of the Operating Agreement and you are aware that state and federal laws, including United States securities laws, may impose restrictions on the dissemination of such information and trading in securities when in possession of such information.

You understand, acknowledge and agree that neither the Company nor any of its representatives (including without limitation any of the Company’s managers/directors, officers, employees, or agents) (i) except to the extent provided in any other agreement to which you or one of your Affiliates is a party, make any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information (including, but not limited to, any statements, projections and estimates with respect to the anticipated future performance of the Company); (ii) except to the extent provided in any other agreement to which you or one of your Affiliates is a party, have any liability to you, your Affiliates, your Representatives or your Affiliates’ Representatives relating to or resulting from the review, possession or use of the Confidential Information or any errors therein or omissions therefrom except for any intentional omissions or misstatements therein; and (iii) have any obligation under this confidentiality agreement to update, modify or otherwise amend any of the Confidential Information.

Except as expressly provided in any agreement between the Company and you or any of your Affiliates with respect to any Confidential Information, and only to the extent so expressly provided, all Confidential Information will be and will remain solely the property of the Company. At any time you cease to be a Member of the Company, upon the request of the Company for any reason or no reason, you will promptly deliver to the Company or, at your option, destroy all Confidential Information, including, without limitation, all copies, reproductions, summaries, analyses, extracts or other documents or records based on, derived from or otherwise reflecting such Confidential Information, and all such Confidential Information that is electronically stored, and you will cause your Affiliates, your Representatives and your Affiliates’ Representatives to deliver or destroy all Confidential Information in their possession, it being understood that neither you, your Affiliates, your Representatives nor your Affiliates’ Representatives will be required to erase electronically stored Confidential Information that has been saved to a back-up file in accordance with your, your Affiliates’, your Representatives’ or your Affiliates’ Representatives’ ordinary document retention policy or applicable law and provided that you, your Affiliates and your and your Affiliate’s Representatives may retain a hard copy of any Confidential Information in accordance with such person’s ordinary document retention policy or applicable law. The destruction of Confidential Information shall be certified in writing to us by the authorized signatory supervising such destruction upon the Company’s written request. Notwithstanding the return or destruction of the Confidential Information, you and the conduct of your Affiliates, your Representatives or your Affiliates’ Representatives will continue to be subject to the obligations of confidentiality and other obligations as set forth herein.

To the extent that any Confidential Information may include materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, you and the Company understand and agree that you and the Company have a commonality of interest with respect to such matters and it is the Company’s and your desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege.

It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this confidentiality agreement and that each party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be

3

deemed to be the exclusive remedies for a breach by any party or any of its Representatives of this confidentiality agreement but shall be in addition to all other remedies available at law or equity. Without limiting the foregoing, in the event of litigation relating to this confidentiality agreement, the prevailing party shall be entitled to its reasonable legal fees incurred in connection with such litigation, including any appeal therefrom.

This confidentiality agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the law of the State of Delaware without regard to its conflict-of-laws principles. Any dispute, claim or controversy arising out of or relating to this confidentiality agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (the “AAA”) in accordance with its Commercial Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

It is understood and agreed that no failure or delay by the Company or any of its representatives in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder. The invalidity or unenforceability of any provision of this confidentiality agreement shall not affect the validity or enforceability of any other provisions of this confidentiality agreement, which shall remain in full force and effect. If any of the covenants or provisions of this confidentiality agreement are determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the parties contemplate that the court making such determination shall reduce such extent, duration, scope or other provision and enforce them in their reduced form for all purposes contemplated by this confidentiality agreement.

No provision in this confidentiality agreement can be waived or amended except by written consent of both parties hereto, which consent shall specifically refer to this paragraph (or such provision) and explicitly make such waiver or amendment.

This confidentiality agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns and legal representatives; provided that no party may assign this confidentiality agreement without the prior written consent of the other party. Any attempted assignment without the other party’s consent will be void and invalid.

Notwithstanding anything in this confidentiality agreement to the contrary, your, your Affiliates and you and their respective Representatives obligations with respect to any information provided to you by the Company or any of its representatives pursuant to [that certain Credit Agreement, dated Credit Agreement, dated as of                , 2011, by and among New Propco, Deutsche Bank AG Cayman Islands Branch, as administrative agent, and the lenders party thereto][Credit Agreement, dated as of                 , 2011, by and among New Opco, Deutsche Bank Trust Company Americas, as administrative

4

agent, and the lenders party thereto] shall be governed by the terms thereof rather than the terms of this confidentiality agreement.

This confidentiality agreement contains the entire agreement between you and the Company concerning the subject matter hereof.

[Remainder of Page Intentionally Left Blank]

5

Please confirm your agreement with the foregoing by signing and returning one copy of this confidentiality agreement to the undersigned, whereupon this confidentiality agreement shall become a binding agreement between you and the Company.

		Very truly yours,
		NP IP Holdings LLC
		By:
			Name
			Title:
Accepted and agreed as of
the date first written above:
[Name of Inspector]
By:
	Name:
	Title:

EX-3.32

Exhibit 3.32

STATE OF NEVADA

ROSS MILLER Secretary of State		SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings
	OFFICE OF THE SECRETARY OF STATE

Certified Copy

January 30, 2013

Job Number:	C20130130-0450
Reference Number:	00003797519-61
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100687332-82	Articles of Organization	2 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER Secretary of State
Certified By: Christine Rakow Certificate Number: C20130130-0450 You may verify this certificate online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20100687332-82 Filing Date and Time Ross Miller 09/13/2010 11:00 AM Secretary of State Entity Number State of Nevada E0440472010-3 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording; see instructions) NP LAKE MEAD LLC Check box if a Series Limited- Liability Company  2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Data: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer) Kate Cregor [ILLEGIBLE] Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. [ILLEGIBLE] September 13, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. PLEASE SEE ATTACHMENT Nevada Secretary of State NRS 86 DLLC Articles Revised: 4-14-09

ATTACHMENT TO ARTICLES OF ORGANIZATION

OF

NP LAKE MEAD LLC

The Articles of Organization of NP LAKE MEAD LLC (the “Company”) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

8.               Compliance with Gaming Laws.

(a)              The purposes of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

(b)              The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (the “Commission”). If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property of, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest; (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaming license, for services rendered or otherwise. Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

(c)              Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.

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EX-3.33

Exhibit 3.33

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP LAKE MEAD LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Lake Mead LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

RECITALS

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on September 13, 2010;

B.The Member entered into an operating agreement on September 13, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

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conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Lake Mead LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

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deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a) the Member shall oversee the winding up of the Company’s affairs;

(b) the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)      the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)            to the expenses of liquidation;

(ii)           to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)          to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)          the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1          Duties.

(a)      Standard of Care.

(i)            The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)           Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)          Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)      To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)      A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2          Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1          Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2          Ownership Certificates; Legend.

(a)      The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)      Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Lake Mead LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)      The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)            makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)           requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)          if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)          satisfies any other reasonable requirements imposed by the Company.

(d)      Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3          Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4          Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5          Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6          Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7          Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8          Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9          Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

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invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10        Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11        No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12        Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP LAKE MEAD LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [             ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:                       Certificate Number:                  

CERTIFICATE OF MEMBER’S INTEREST

NP Lake Mead LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                                         (the “Holder”) is the registered owner of [         ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                 , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this        day of                       , 20  .

NP LAKE MEAD LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP LAKE MEAD LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.34

Exhibit 3.34

STATE OF NEVADA

ROSS MILLER Secretary of State		SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings
	OFFICE OF THE SECRETARY OF STATE

Certified Copy

January 30, 2013

Job Number:	C20130130-0450
Reference Number:	00003797519-61
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100687333-93	Articles of Organization	2 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER Secretary of State
Certified By: Christine Rakow Certificate Number: C20130130-0450 You may verify this certificate online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20100687333-93 Filing Date and Time Ross Miller 09/13/2010 11:00 AM Secretary of State Entity Number State of Nevada E0440482010-4 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording: see instructions) NP LML LLC Check box if a Series Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Data: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer) Kate Cregor [ILLEGIBLE] Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above for the above named Entity. [ILLEGIBLE] September 13, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. PLEASE SEE ATTACHMENT Nevada Secretary of State NRS 88 DLLC Articles Revised: 4-14-09

ATTACHMENT TO ARTICLES OF ORGANIZATION

OF

NP LML LLC

The Articles of Organization of NP LML LLC (the “Company”) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

8.               Compliance with Gaming Laws.

(a)              The purposes of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

(b)              The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (the “Commission”). If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property of, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest; (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaming license, for services rendered or otherwise. Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

(c)              Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.

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EX-3.35

Exhibit 3.35

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP LML LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP LML LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

RECITALS

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on September 13, 2010;

B.The Member entered into an operating agreement on September 13, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

3

conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP LML LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

5

deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

7

Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

8

use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a) the Member shall oversee the winding up of the Company’s affairs;

(b) the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

9

(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

10

the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

11

postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP LML LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

13

9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

15

IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP LML LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [             ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:                       Certificate Number:                  

CERTIFICATE OF MEMBER’S INTEREST

NP LML LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                                         (the “Holder”) is the registered owner of [         ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                 , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this        day of                       , 20  .

NP LML LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP LML LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.36

Exhibit 3.36

STATE OF NEVADA

ROSS MILLER Secretary of State		SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings
	OFFICE OF THE SECRETARY OF STATE

Certified Copy

January 30, 2013

Job Number:	C20130130-0275
Reference Number:	00003797450-45
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20110392897-72	Articles of Organization	2 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER Secretary of State
Certified By: Christine Rakow Certificate Number: C20130130-0275 You may verify this certificate online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20110392897-72 Filing Date and Time Ross Miller 05/26/2011 9:40 AM Secretary of State Entity Number State of Nevada E0303422011-3 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording; see instructions) NP Losce Elkhorn Holdings LLC Check box if a Series Limited- Liability Company Check box if a Restricted Limited-Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Data: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) Station Casinos LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer) Mary Hood [ILLEGIBLE] Name Organizer Signature 601 S. Figueroa Street, 30th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. [ILLEGIBLE] May 25, 2011 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. Nevada Secretary of State NRS 88 DLLC Articles Revised: 3-10-11

ROSS MILLER Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (776) 684-5708 Website: www.nvsos.gov. Registered Agent Acceptance (PURSUANT TO NRS 77.310) This form may be submitted by: a Commercial Registered .Agent, Noncommercial Registered Agent or Represented Entity. For more information please visit http://www.nvsos.gov/index.aspx?page=141 USE BLACK INK ONLY. DO NOT HIGHLIGHT ABOVE SPACE IS FOR OF OFFICE USE ONLY Certificate of Acceptance of Appointment by Registered Agent In the matter of NP Losee Elkhorn Holdings LLC Name of Represented Business Entity I, Marc J. Falcone am a: Name of Appointed Registered Agent OR Represented Entity Serving as Own Agent’ (complete only one) a) commercial registered agent listed with the Nevada Secretary of State, b) noncommercial registered agent with the e following address for service of process: 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip code c) represented entity accepting own service of process at the following address: Title of Office or Position of Person in Represented Entity Nevada Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code and hereby state that on May 25, 2011 I accepted the appointment as registered agent for Date the above named business entity. [ILLEGIBLE] May 25, 2011 Authorized Signature of R.A or On Behalf of R A. Company Date *If changing Registered Agent when reinstating, officer’s signature required. signature of Officer Date Nevada Secretary of State Form RA Acceptance Revised: 5-13-10

EX-3.37

Exhibit 3.37

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP Losee ElkhoRn Holdings LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Losee Elkhorn Holdings LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by Station Casinos LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

RECITALS

A.            The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on May 26, 2011;

B.            The Member entered into an operating agreement on May 26, 2011 (the “Original Agreement”); and

C.            The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1           Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

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conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2          Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1          Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2          Name. The name of the Company is “NP Losee Elkhorn Holdings LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3          Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4          Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5          Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6          Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7          Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)           borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)           conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)           acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)           enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)           negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)            purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

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deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)           lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)           sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)            appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)            indemnify any Person and obtain any and all types of insurance;

(k)           cease its activities and cancel its insurance;

(l)            pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)          apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)           make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1          Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2          Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1          Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2          Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1          Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2          Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)           enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)           select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)           employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)           borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)           invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)            change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)           attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)           do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3          Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4          Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5          Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6          Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7          Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8          Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1          Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2          Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3          Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)      the Member shall oversee the winding up of the Company’s affairs;

(b)      the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Losee Elkhorn Holdings LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
Station Casinos LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Executive Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP Losee Elkhorn Holdings LLC

SCHEDULE I

Member’s Name:	Station Casinos LLC
Member’s Address:	1505 South Pavilion Center Drive Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                       ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:       Certificate Number:        

CERTIFICATE OF MEMBER’S INTEREST

NP Losee Elkhorn Holdings LLC, a Nevada limited liability company (the “Company”), hereby certifies that                               (the “Holder”) is the registered owner of [                         ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                  , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this      day of             , 20    .

NP Losee Elkhorn Holdings LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP Losee Elkhorn Holdings LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.38

Exhibit 3.38

STATE OF NEVADA

ROSS MILLER
Secretary of State SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings

OFFICE OF THE

SECRETARY OF STATE

Certified Copy

January 30, 2013

Job Number:	C20130130-0450
Reference Number:	00003797519-61
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100687334-04	Articles of Organization	2 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER
	Secretary of State

Certified By: Christine Rakow

Certificate Number: C20130130-0450

You may verify this certificate

online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

[LOGO] ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov  Filed in the office of Document Number [ILLEGIBLE] 20100687334-04  Filing Date and Time Ross Miller 09/13/2010 11:00 AM Secretary of State Entity Number State of Nevada E0440502010-8  Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86)  USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording: see instructions) NP MAGIC STAR LLC   Check box if a Series Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent:     Name     Noncommercial Registered Agent OR Office or Position with Entity  (name and address below) (name and address below)  Marc Falcone     Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity  10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135  Street Address City  Zip Code    Nevada   Mailing Address (if different from street address) City  Zip Code 3. Dissolution Date: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s)   (check only one box)   5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC     Name     10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135  Street Address City State Zip Code  2)     Name     Street Address City State Zip Code  3)     Name     Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer) Kate Cregor [ILLEGIBLE]    Name Organizer Signature    355 South Grand Avenue, 35th Floor Los Angeles CA 90071  Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent:  I hereby accept appointment as Registered Agent for the above named Entity.  [ILLEGIBLE]  September 13, 2010  Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date  This from must be accompanied by appropriate fees. PLEASE SEE ATTACHMENT Nevada Secretary of State NRS 86 DLLC Articles Revised: 4-14-09

ATTACHMENT TO ARTICLES OF ORGANIZATION

OF

NP MAGIC STAR LLC

The Articles of Organization of NP MAGIC STAR LLC (the “Company”) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

8.Compliance with Gaming Laws.

(a)The purposes of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

(b)The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (the “Commission”). If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property of, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest; (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaming license, for services rendered or otherwise. Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

(c)Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.

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EX-3.39

Exhibit 3.39

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP MAGIC STAR LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Magic Star LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on September 13, 2010;

B.The Member entered into an operating agreement on September 13, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

3

conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Magic Star LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

5

deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

7

Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

8

use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

10

the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

11

postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Magic Star LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

15

IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP MAGIC STAR LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                     ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:           Certificate Number:          

CERTIFICATE OF MEMBER’S INTEREST

NP Magic Star LLC, a Nevada limited liability company (the “Company”), hereby certifies that                       (the “Holder”) is the registered owner of [       ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of       , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this     day of                    , 20     .

NP MAGIC STAR LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP MAGIC STAR LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.40

Exhibit 3.40

STATE OF NEVADA

ROSS MILLER
Secretary of State SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings

OFFICE OF THE

SECRETARY OF STATE

Certified Copy

January 30, 2013

Job Number:	C20130130-0398
Reference Number:	00003797501-62
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100810822-44	Articles of Organization	1 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER
	Secretary of State

Certified By: Joann Larson

Certificate Number: C20130130-0398

You may verify this certificate

online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

[LOGO] ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov  Filed in the office of Document Number [ILLEGIBLE] 20100810822-44 Filing Date and Time Ross Miller 10/27/2010 3:05 PM Secretary of State Entity Number State of Nevada E0521622010-0  Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86)  USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording: see instructions) NP Mt. Rose LLC   Check box if a Series Limited- Liability Company     2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City  Zip Code Nevada Mailing Address (if different from street address) City  Zip Code 3. Dissolution Date: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer) Kate Cregor [ILLEGIBLE] Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent:  I hereby accept appointment as Registered Agent for the above named Entity. [ILLEGIBLE]  October 27, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. Nevada Secretary of State NRS 88 DLLC Articles Revised: 4-14-09 

EX-3.41

Exhibit 3.41

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP MT. ROSE LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Mt. Rose LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on October 27, 2010;

B.The Member entered into an operating agreement on October 27, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

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conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Mt. Rose LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

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deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Mt. Rose LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

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invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP MT. ROSE LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [              ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:            Certificate Number:                   

CERTIFICATE OF MEMBER’S INTEREST

NP Mt. Rose LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                 (the “Holder”) is the registered owner of[        ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                     , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this        day of                , 20         .

NP MT. ROSE LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP MT. ROSE LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.42

Exhibit 3.42

STATE OF NEVADA

ROSS MILLER
Secretary of State SCOTT W. ANDERSON
Deputy Secretary
for Commercial Recordings

OFFICE OF THE

SECRETARY OF STATE

Certified Copy

January 30, 2013

Job Number:	C20130130-0398
Reference Number:	00003797501-62
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100810817-78	Articles of Organization	1 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER
	Secretary of State
Certified By: Joann Larson
Certificate Number: C20130130-0398
You may verify this certificate
online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

[LOGO] ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20100810817-78  Filing Date and Time Ross Miller 10/27/2010 3:05 PM Secretary of State Entity Number State of Nevada E0521632010-1  Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86)  USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording; see instructions) NP Northern NV Acquisitions LLC Check box if a Series Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity  10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135  Street Address City Zip Code Nevada Mailing Address (if different from street address) City  Zip Code 3. Dissolution Date: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer) Kate Cregor [ILLEGIBLE] Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. [ILLEGIBLE] October 27, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date  This from must be accompanied by appropriate fees. Nevada Secretary of State NRS 85 DLLC Articles Revised: 4-14-09

EX-3.43

Exhibit 3.43

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP NORTHERN NV ACQUISITIONS LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Northern NV Acquisitions LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on October 27, 2010;

B.The Member entered into an operating agreement on October 27, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1 Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

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conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Northern NV Acquisitions LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

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deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

7

Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

8

use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

11

postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Northern NV Acquisitions LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

12

No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP NORTHERN NV ACQUISITIONS LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:     

CERTIFICATE OF MEMBER’S INTEREST

NP Northern NV Acquisitions LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                        (the “Holder”) is the registered owner of [      ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of              , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business. The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this       day of               , 20        .

NP NORTHERN NV ACQUISITIONS LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP NORTHERN NV ACQUISITIONS LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.44

Exhibit 3.44

STATE OF NEVADA

ROSS MILLER
Secretary of State SCOTT W. ANDERSON
Deputy Secretary
for Commercial Recordings

OFFICE OF THE

SECRETARY OF STATE

Certified Copy

		January 30, 2013
Job Number:	C20130130-0369
Reference Number:	00003797470-87
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100687328-27	Articles of Organization	2 Pages/1 Copies
20100692550-30	Certificate of Correction	1 Pages/1 Copies
20100699640-67	Certificate of Correction	1 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER
	Secretary of State
Certified By: Joann Larson
Certificate Number: C20130130-0369
You may verify this certificate
online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

[LOGO] ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20100687328-27 Filing Date and Time Ross Miller 09/13/2010 11:00 AM Secretary of State Entity Number State of Nevada E0440422010-8 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording; see instructions) NP OPCO HOLDINGS LLC Check box if a Series Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Date: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Propco Holdings LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer) Kate Cregor [ILLEGIBLE] Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. [ILLEGIBLE] September 13, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. PLEASE SEE ATTACHMENT Nevada Secretary of State NRS 86 DLLC Articles Revised: 4-14-09

ATTACHMENT TO ARTICLES OF ORGANIZATION

OF

NP OPCO HOLDINGS LLC

The Articles of Organization of NP OPCO HOLDINGS LLC (the “Company”‘) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

8.Compliance with Gamine Laws.

(a)The purposes of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

(b)The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (the “Commission”). If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property of, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest; (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaming license, for services rendered or otherwise. Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

(c)Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.

1

[LOGO] ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20100692550-30 Filing Date and Time Ross Miller 09/14/2010 3:40 PM Secretary of State Entity Number State of Nevada E0440422010-8 Certificate of Correction (PURSUANT TO NRS CHAPTERS 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 AND 92A) USE BLACK INK ONLY-DO NOT HIGHLIGHT Certificate of Correction ABOVE SPACE IS FOR OFFICE USE ONLY (Pursuant to NRS Chapters 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 and 92A) 1. The name of the entity for which correction is being made: NP OPCO HOLDINGS LLC 2. Description of the original document for which correction is being made: Articles of Organization 3. Filing date of the original document for which correction is being made: September 13, 2010 4. Description of the inaccuracy or defect. The name of the Member was incorrectly identified as NP PROPCO HOLDINGS LLC. 5. Correction of the inaccuracy or defect. The name of the Member is NP PROPCO LLC 6. Signature: Kate Cregor [ILLEGIBLE] Organizer September 14, 2010 Authorized Signature Title * Date * If entity is a corporation, it must be signed by an officer if stock has been issued, OR an incorporator or director if stock has not been issued; a limited-liability company, by a manager or managing members: a limited partnership or limited-liability limited partnership, by a general partner: a limited-liability partnership, by a managing partner; a business trust, by a trustee. IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate fees. Nevada Secretary of State Correction Revised: 3-26-09 NV066 - 05/29/2009 C T System Online

[LOGO] ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20100699640-67 Filing Date and Time Ross Miller 09/16/2010 2:12 PM Secretary of State Entity Number State of Nevada E0440422010-8 Certificate of Correction (PURSUANT TO NRS CHAPTERS 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 AND 92A) USE BLACK INK ONLY-DO NOT HIGHLIGHT Certificate of Correction ABOVE SPACE IS FOR OFFICE USE ONLY (Pursuant to NRS Chapters 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 and 92A) 1. The name of the entity for which correction is being made: NP OPCO HOLDINGS LLC 2. Description of the original document for which correction is being made: Articles of Organization 3. Filing date of the original document for which correction is being made: September 13, 2010 4. Description of the inaccuracy or defect. The name of the Member was incorrectly identified as NP PROPCO HOLDINGS LLC. 5. Correction of the inaccuracy or defect. The name of the Member is NP PROPCO LLC 6. Signature: [ILLEGIBLE] Authorized Signature of Member September 15, 2010 Authorized Signature Title* Date Frank J. Fertitta, III • If entity is a corporation, it must be signed by an officer if stock has been issued, OR an incorporator or director if stock has not been issued; a limited-liability company, by a manager or managing members; a limited partnership or limited-liability limited partnership, by a general partner; a limited-liability partnership, by a managing partner, a business trust, by a trustee. IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate fees. Nevada Secretary of State Correction Revised: 3-26-09 NV066 - 05/29/2009 C T System Online

EX-3.45

Exhibit 3.45

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP OPCO HOLDINGS LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Opco Holdings LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by Station Casinos LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on September 13, 2010;

B.The Member entered into an operating agreement on September 13, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

1

“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

2

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

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conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Opco Holdings LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

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deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8          Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Opco Holdings LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

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invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
Station Casinos LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Executive Vice President

AMENDED AND RESTATED OPERATING AGREEMENT
NP OPCO HOLDINGS LLC

SCHEDULE I

Member’s Name:	Station Casinos LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                             ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:                Certificate Number:           

CERTIFICATE OF MEMBER’S INTEREST

NP Opco Holdings LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                                              (the “Holder”) is the registered owner of [          ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                       , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this     day of                                       , 20     .

NP OPCO HOLDINGS LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP OPCO HOLDINGS LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.46

Exhibit 3.46

STATE OF NEVADA

ROSS MILLER
Secretary of State SCOTT W. ANDERSON
Deputy Secretary
for Commercial Recordings

OFFICE OF THE

SECRETARY OF STATE

Certified Copy

		January 30, 2013
Job Number:	C20130130-0369
Reference Number:	00003797470-87
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100687329-38	Articles of Organization	2 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER
	Secretary of State
Certified By: Joann Larson
Certificate Number: C20130130-0369
You may verify this certificate
online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

[LOGO] ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20100687329-38 Filing Date and Time Ross Miller 09/13/2010 11:00 AM Secretary of State Entity Number State of Nevada E0440432010-9 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording; see instructions) NP OPCO LLC Check box if a Series Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Date: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco Holdings LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer) Kate Cregor [ILLEGIBLE] Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. [ILLEGIBLE] September 13, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. PLEASE SEE ATTACHMENT Nevada Secretary of State NRS 86 DLLC Articles Revised: 4-14-09

ATTACHMENT TO ARTICLES OF ORGANIZATION

OF

NP OPCO LLC

The Articles of Organization of NP OPCO LLC (the “Company”) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

8.Compliance with Gamine Laws.

(a)The purposes of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

(b)The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (the “Commission”). If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property of, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest; (iii) to participate in the management of the business and affaire of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaming license, for services rendered or otherwise. Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

(c)Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.

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EX-3.47

Exhibit 3.47

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP OPCO LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Opco LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco Holdings LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on September 13, 2010;

B.The Member entered into an operating agreement on September 13, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

3

conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Tax Sharing Agreement” means the Tax Sharing Agreement, dated as of the date hereof, by and among New Propco and NP Opco LLC.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2          Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Opco LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company

4

may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

5

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as

6

provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall (a) from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member and (b) make all distributions required by the Tax Sharing Agreement.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

7

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of

8

attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

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(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or

10

acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a

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different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail, postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Opco LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco Holdings LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP OPCO LLC

SCHEDULE I

Member’s Name:	NP Opco Holdings LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                      ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:

CERTIFICATE OF MEMBER’S INTEREST

NP Opco LLC, a Nevada limited liability company (the “Company”), hereby certifies that                            (the “Holder”) is the registered owner of [               ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                                 , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this        day of                              , 20      .

NP OPCO LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP OPCO LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.48

Exhibit 3.48

STATE OF NEVADA

ROSS MILLER
Secretary of State SCOTT W. ANDERSON
Deputy Secretary
for Commercial Recordings

OFFICE OF THE

SECRETARY OF STATE

Certified Copy

		January 30, 2013
Job Number:	C20130130-0275
Reference Number:	00003797450-45
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100593876-61	Articles of Organization	2 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER
	Secretary of State
Certified By: Christine Rakow
Certificate Number: C20130130-0275
You may verify this certificate
online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

[LOGO] ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office ofDocument Number [ILLEGIBLE]20100593876-61 Filing Date and Time Ross Miller08/09/2010 11:30 AM Secretary of StateEntity Number State of NevadaE0382952010-0 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHTABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording; see instructions)NP PALACE LLCCheck box if a Series Limited- Liability Company  2. Registered Agent for Service of Process: (check only one box)Commercial Registered Agent: Name Noncommercial Registered Agent OROffice or Position with Entity (name and address below)(name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600Las VegasNevada89135 Street AddressCityZip Code Nevada Mailing Address (if different from street address)CityZip Code 3. Dissolution Data: (optional)Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required)Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3)1) NP Propco LLC Name 10801 West Charleston Boulevard, Suite 600Las VegasNV89135 Street AddressCityStateZip Code 2) Name Street AddressCityStateZip Code 3) Name Street AddressCityStateZip Code 6. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer)Kate Cregor[ILLEGIBLE] NameOrganizer Signature 355 South Grand Avenue, 35th FloorLos AngelesCA90071 AddressCityStateZip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. [ILLEGIBLE]August 9, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent EntityDate This from must be accompanied by appropriate fees.PLEASE SEE ATTACHMENTNevada Secretary of State NRS 86 DLLC Articles Revised: 4-14-09

ATTACHMENT TO ARTICLES OF ORGANIZATION

OF

NP PALACE LLC

The Articles of Organization of NP PALACE LLC (the “Company”) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

8.             Compliance with Gamine Laws.

(a)           The purposes of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

(b)           The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (the “Commission”). If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property of, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest; (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaming license, for services rendered or otherwise. Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

(c)           Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.

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EX-3.49

Exhibit 3.49

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP PALACE LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Palace LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by Station Casinos LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on August 9, 2010;

B.The Member entered into an operating agreement on August 9, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

3

conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Palace LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

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deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Palace LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

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invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
Station Casinos LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Executive Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP PALACE LLC

SCHEDULE I

Member’s Name:	Station Casinos LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                    ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:

CERTIFICATE OF MEMBER’S INTEREST

NP Palace LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                               (the “Holder”) is the registered owner of [                            ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                              , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this       day of                                          , 20      .

NP PALACE LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP PALACE LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.50

Exhibit 3.50

STATE OF NEVADA

ROSS MILLER
Secretary of State SCOTT W. ANDERSON
Deputy Secretary
for Commercial Recordings

OFFICE OF THE

SECRETARY OF STATE

Certified Copy

		January 30, 2013
Job Number:	C20130130-0398
Reference Number:	00003797501-62
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100810812-23	Articles of Organization	2 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER
	Secretary of State
Certified By: Joann Larson
Certificate Number: C20130130-0398
You may verify this certificate
online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

[LOGO]  ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20100810812-23 Filing Date and Time Ross Miller 10/27/2010 3:05 PM Secretary of State Entity Number State of Nevada E0521612010-9 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording; see instructions) NP Past Enterprises LLC   Check box if a Series Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City  Zip Code Nevada Mailing Address (if different from street address) City  Zip Code 3. Dissolution Data: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer) Kate Cregor [ILLEGIBLE] Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent:  I hereby accept appointment as Registered Agent for the above named Entity. [ILLEGIBLE]  October 27, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. Nevada Secretary of State NRS 86 DLLC Articles Revised: 4-14-09 

EX-3.51

Exhibit 3.51

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP PAST ENTERPRISES LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Past Enterprises LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on October 27, 2010;

B.The Member entered into an operating agreement on October 27, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

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conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Past Enterprises LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

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deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Past Enterprises LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP PAST ENTERPRISES LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                 ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:             Certificate Number:            

CERTIFICATE OF MEMBER’S INTEREST

NP Past Enterprises LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                         (the “Holder”) is the registered owner of [       ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of             , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this     day of                      , 20    .

NP PAST ENTERPRISES LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP PAST ENTERPRISES LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.52

Exhibit 3.52

STATE OF NEVADA

ROSS MILLER
Secretary of State SCOTT W. ANDERSON
Deputy Secretary
for Commercial Recordings

OFFICE OF THE

SECRETARY OF STATE

Certified Copy

		January 30, 2013
Job Number:	C20130130-0450
Reference Number:	00003797519-61
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100687335-15	Articles of Organization	2 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER
	Secretary of State
Certified By: Christine Rakow
Certificate Number: C20130130-0450
You may verify this certificate
online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

[LOGO]

ATTACHMENT TO ARTICLES OF ORGANIZATION

OF

NP RANCHO LLC

The Articles of Organization of NP RANCHO LLC (the “Company”) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

8.Compliance with Gamine Laws.

(a)The purposes of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

(b)The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (the “Commission”). If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property of, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest; (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaming license, for services rendered or otherwise. Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

(c)Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.

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EX-3.53

Exhibit 3.53

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP RANCHO LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Rancho LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on September 13, 2010;

B.The Member entered into an operating agreement on September 13, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

3

conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Rancho LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

5

deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

7

Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

8

use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

10

the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

11

postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Rancho LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP RANCHO LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                  ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:            Certificate Number:           

CERTIFICATE OF MEMBER’S INTEREST

NP Rancho LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                     (the “Holder”) is the registered owner of [          ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this       day of                        , 20       .

NP RANCHO LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP RANCHO LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.54

Exhibit 3.54

STATE OF NEVADA

ROSS MILLER
Secretary of State SCOTT W. ANDERSON
Deputy Secretary
for Commercial Recordings

OFFICE OF THE

SECRETARY OF STATE

Certified Copy

		January 30, 2013
Job Number:	C20130130-0275
Reference Number:	00003797450-45
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100593859-52	Articles of Organization	2 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER
	Secretary of State
Certified By: Christine Rakow
Certificate Number: C20130130-0275
You may verify this certificate
online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

[LOGO]

ATTACHMENT TO ARTICLES OF ORGANIZATION

OF

NP RED ROCK LLC

The Articles of Organization of NP RED ROCK LLC (the “Company”) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

8.Compliance with Gamine Laws.

(a)The purposes of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

(b)The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (the “Commission”). If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property of, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest; (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaming license, for services rendered or otherwise. Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

(c)Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.

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EX-3.55

Exhibit 3.55

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP RED ROCK LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Red Rock LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by Station Casinos LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on August 9, 2010;

B.The Member entered into an operating agreement on August 9, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

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conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Red Rock LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

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deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Red Rock LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
Station Casinos LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Executive Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP RED ROCK LLC

SCHEDULE I

Member’s Name:	Station Casinos LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                      ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:

CERTIFICATE OF MEMBER’S INTEREST

NP Red Rock LLC, a Nevada limited liability company (the “Company”), hereby certifies that                            (the “Holder”) is the registered owner of [     ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                   , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this          day of          , 20     .

NP RED ROCK LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP RED ROCK LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.56

Exhibit 3.56

STATE OF NEVADA

ROSS MILLER
Secretary of State SCOTT W. ANDERSON
Deputy Secretary
for Commercial Recordings

OFFICE OF THE

SECRETARY OF STATE

Certified Copy

		January 30, 2013
Job Number:	C20130130-0398
Reference Number:	00003797501-62
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100810808-68	Articles of Organization	1 Pages/1 Copies

	Respectfully,
	/s/ ROSS MILLER
	ROSS MILLER
	Secretary of State
Certified By: Joann Larson
Certificate Number: C20130130-0398
You may verify this certificate
online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20100810808-68 Filing Date and Time Ross Miller 10/27/2010 3:05 PM Secretary of State Entity Number State of Nevada E0521592010-5 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording; see instructions) NP Reno Convention Center LLC Check box if a Series Limited-Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address)City Zip Code 3. Dissolution Data: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer) Kate Cregor [ILLEGIBLE] Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. [ILLEGIBLE] October 27, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent EntityDate This from must be accompanied by appropriate fees. Nevada Secretary of State NRS 86 DLLC Articles Revised: 4-14-09

EX-3.57

Exhibit 3.57

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP RENO CONVENTION CENTER LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Reno Convention Center LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on October 27, 2010;

B.The Member entered into an operating agreement on October 27, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

3

conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Reno Convention Center LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

5

deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

7

Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

8

use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

10

the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

11

postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Reno Convention Center LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

15

IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP RENO CONVENTION CENTER LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [             ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:

CERTIFICATE OF MEMBER’S INTEREST

NP Reno Convention Center LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                (the “Holder”) is the registered owner of [     ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                   , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this     day of                   , 20     .

NP RENO CONVENTION CENTER LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP RENO CONVENTION CENTER LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.58

Exhibit 3.58

STATE OF NEVADA

ROSS MILLER
Secretary of State SCOTT W. ANDERSON
Deputy Secretary
for Commercial Recordings

OFFICE OF THE

SECRETARY OF STATE

Certified Copy

		January 30, 2013
Job Number:	C20130130-0478
Reference Number:	00003797535-69
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100687338-48	Articles of Organization	2 Pages/1 Copies
20100698516-38	Certificate of Correction	1 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER
	Secretary of State
Certified By: Christine Rakow
Certificate Number: C20130130-0478
You may verify this certificate
online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

[LOGO] ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20100687338-48 Filing Date and Time Ross Miller 09/13/2010 11:00 AM Secretary of State Entity Number State of Nevada E0440552010-3 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording; see instructions) NP RIVER CENTRAL LLC Check box if a Series Limited-Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Date: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer) Kate Cregor [ILLEGIBLE] Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. [ILLEGIBLE] September 13, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. PLEASE SEE ATTACHEMENT Nevada Secretary of State NRS 86 DLLC Articles Revised: 4-14-09 *050101*

ATTACHMENT TO ARTICLES OF ORGANIZATION

OF

NP RIVER CENTRAL LLC

The Articles of Organization of NP RIVER CENTRAL LLC (the “Company”) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

8.Compliance with Gaming Laws.

(a)The purposes of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

(b)The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (the “Commission”). If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property of, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest; (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaming license, for services rendered or otherwise. Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

(c)Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.

1

[LOGO] ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20100698516-38  Filing Date and Time Ross Miller 09/16/2010 2:12 PM Secretary of State Entity Number State of Nevada E0440552010-3 Certificate of Correction (PURSUANT TO NRS CHAPTERS 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89, AND 92A) USE BLACK INK ONLY-DO NOT HIGHLIGHT Certificate of Correction ABOVE SPACE IS FOR OFFICE USE ONLY (Pursuant to NRS Chapters 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 and 92A) 1. The name of the entity for which correction is being made: NP RIVER CENTRAL LLC 2. Description of the original document for which correction is being made: Articles of Organization - Section 8a to Attachment thereof. 3. Filing date of the original document for which correction is being made: September 13, 2010 4. Description of the inaccuracy or defect. Section 8a of the Attachment to the Attachment to Articles of Organization refers to Clark County. Nevada as the only jurisdiction where the LLC is authorized to own operate, manage and conduct gaming in a hotel/casino. 5. Correction of the inaccuracy or defect. The Section 8a is hereby amended and restated in its entirety to read as follows: 8a. The purposes of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada or Washoe County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada. 6. Signature: [ILLEGIBLE] Authorized Signature of Member September 15, 2010 Authorized Signature Title * Date Frank J. Fertitta, III • If entity is a corporation, it must be signed by an officer if stock has been issued, OR an incorporator or director if stock has not been issued; a limited-liability company, by a manager or managing members: a limited partnership or limited-liability limited partnership, by a general partner: a limited-liability partnership, by a managing partner; a business trust, by a trustee. IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate fees. Nevada Secretary of State Correction Revised: 3-26-09 [ILLEGIBLE] CT System Online

EX-3.59

Exhibit 3.59

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP RIVER CENTRAL LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP River Central LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on September 13, 2010;

B.The Member entered into an operating agreement on September 13, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

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conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP River Central LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

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deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP River Central LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

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invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP RIVER CENTRAL LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                 ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:          Certificate Number:        

CERTIFICATE OF MEMBER’S INTEREST

NP River Central LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                                 (the “Holder”) is the registered owner of [         ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of               , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this      day of                        , 20      .

NP RIVER CENTRAL LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP RIVER CENTRAL LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.60

Exhibit 3.60

STATE OF NEVADA

ROSS MILLER
Secretary of State SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings

OFFICE OF THE

SECRETARY OF STATE

Certified Copy

January 30, 2013

Job Number:	C20130130-0398
Reference Number:	00003797501-62
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100810803-13	Articles of Organization	1 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER
	Secretary of State

Certified By: Joann Larson

Certificate Number: C20130130-0398

You may verify this certificate

online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

[LOGO] ROSS MILLER Secretary of State 204 North Carson Street, Suite 4  Carson City, Nevada 89701-4520  (775) 684 5708  Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20100810803-13 Filing Date and Time Ross Miller 10/27/2010 3:05 PM Secretary of State Entity Number State of Nevada E0521602010-8  Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86)  USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording; see instructions) NP ROTMA LLC Check box if a Series Limited-Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Date: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer) Kate Cregor [ILLEGIBLE] Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent:  I hereby accept appointment as Registered Agent for the above named Entity. [ILLEGIBLE]  October 27, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. Nevada Secretary of State NRS 86 DLLC Articles Revised: 4-14-09 *050101*

EX-3.61

Exhibit 3.61

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP ROTMA LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP ROTMA LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on October 27, 2010;

B.The Member entered into an operating agreement on October 27, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

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conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP ROTMA LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

5

deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

7

Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

8

use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

9

(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP ROTMA LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP ROTMA LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                          ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:            Certificate Number:          

CERTIFICATE OF MEMBER’S INTEREST

NP ROTMA LLC, a Nevada limited liability company (the “Company”), hereby certifies that                           (the “Holder”) is the registered owner of [         ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of          , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this       day of                     , 20       .

NP ROTMA LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP ROTMA LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.62

Exhibit 3.62

STATE OF NEVADA

ROSS MILLER
Secretary of State SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings

OFFICE OF THE

SECRETARY OF STATE

Certified Copy

January 30, 2013

Job Number:	C20130130-0450
Reference Number:	00003797519-61
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100687336-26	Articles of Organization	2 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER
	Secretary of State

Certified By: Christine Rakow

Certificate Number: C20130130-0450

You may verify this certificate

online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

[LOGO] ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov  Filed in the office of Document Number [ILLEGIBLE] 20100687336-26  Filing Date and Time Ross Miller 09/13/2010 11:00 AM Secretary of State Entity Number State of Nevada E0440532010-1  Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86)  USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording; see instructions) NP SANTA FE LLC Check box if a Series Limited-Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity  (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity  10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135  Street Address City  Zip Code  Nevada  Mailing Address (if different from street address) City  Zip Code 3. Dissolution Date: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box)  5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135  Street Address City State Zip Code  2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer) Kate Cregor [ILLEGIBLE] Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071  Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent:  I hereby accept appointment as Registered Agent for the above named Entity.  [ILLEGIBLE]  September 13, 2010  Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date  This from must be accompanied by appropriate fees. PLEASE SEE ATTACHEMENT Nevada Secretary of State NRS 86 DLLC Articles Revised: 4-14-09

ATTACHMENT TO ARTICLES OF ORGANIZATION

OF

NP SANTA FE LLC

The Articles of Organization of NP SANTA FE LLC (the “Company”) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

8.Compliance with Gaming Laws.

(a)The purposes of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

(b)The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (the “Commission”). If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property of, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest; (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaming license, for services rendered or otherwise. Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

(c)Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.

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EX-3.63

Exhibit 3.63

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP SANTA FE LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Santa Fe LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on September 13, 2010;

B.The Member entered into an operating agreement on September 13, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

3

conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Santa Fe LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

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deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Santa Fe LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

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invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP SANTA FE LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                         ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:

CERTIFICATE OF MEMBER’S INTEREST

NP Santa Fe LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                    (the “Holder”) is the registered owner of [      ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of               , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this    day of          , 20 .

NP SANTA FE LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP SANTA FE LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.64

[LOGO] LLC-1 File# 201029910020 State of California Secretary of State FILED in the office of the Secretary of State LIMITED LIABILITY COMPANY of the State of California OCT 25 2010 ARTICLES OF ORGANIZATION A $70.00 filing fee must accompany this form. IMPORTANT – Read instructions before completing this form. This Space For Filing Use Only ENTITY NAME (End the name with the words “Limited Liability Company,” or the abbreviations “LLC or “L.L.C.” The words “Limited” and “Company” may be abbreviated to “Ltd.” and “Co.,” respectively.) 1. NAME OF LIMITED LIABILITY COMPANY NP Sonoma Land Holdings LLC PURPOSE (The following statement is required by statute and should not be altered.) 2. THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT. INITIAL AGENT FOR SERVICE OF PROCESS (If the agent is an individual, the agent must reside in California and both items 3 and 4 must be completed. If the agent is a corporation, the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and item 3 must be completed (leave item 4 blank). 3. NAME OF INITIAL AGENT FOR SERVICE OF PROCESS CT Corporation System 4. IF AN INDIVIDUAL, ADDRESS OF INITIAL AGENT FOR SERVICE OF PROCESS IN CALIFORNIA CITY STATE ZIP CODE CA MANAGEMENT (Check only one) 5. THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY: ONE MANAGER MORE THAN ONE MANAGER ALL LIMITED LIABILITY COMPANY MEMBER(S) ADDITIONAL INFORMATION 6. ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES, IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE. EXECUTION 7. I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED. October 25, 2010 [ILLEGIBLE] DATE SIGNATURE OF ORGANIZER Kate Cregor - Authorized Person TYPE OR PRINT NAME OF ORGANIZER LLC-1 (REV 04/2007) APPROVED BY SECRETARY OF STATE

		I hereby certify that the foregoing transcript of 1 page(s) is a full, true and correct copy of the original record in the custody of the California Secretary of State’s office.
Date:	FEB 01 2013
	/s/ Debra Bowen
	DEBRA BOWEN, Secretary of State

EX-3.65

Exhibit 3.65

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP SONOMA LAND HOLDINGS LLC

a California limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Sonoma Land Holdings LLC, a California limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of California on October 25, 2010;

B.The Member entered into an operating agreement on October 25, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means the Beverly-Killea Limited Liability Company Act.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the California Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“CAUCC” shall have the meaning set forth in Section 9.2(b).

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

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“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in Section 17058 of the Act, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

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“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a California limited liability company under the laws of the State of California. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Sonoma Land Holdings LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion

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Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of California the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural

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persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by Section 17005(d) of the Act; provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by Section 17005(d) of the Act, the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only

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to the extent that officers of the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)          Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of California or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)      To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)      A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2          Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1          Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that

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is not a Business Day; four Business Days after being deposited in the United States mail, postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2          Ownership Certificates; Legend.

(a)      The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)      Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the “CAUCC”) (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the CAUCC, such provision of Article 8 of the CAUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Sonoma Land Holdings LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the “CAUCC”) (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)      The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)    makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)   requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)  if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)  satisfies any other reasonable requirements imposed by the Company.

(d)      Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3          Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4          Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5          Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6          Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7          Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of California without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8          Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9          Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10        Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11        No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12        Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP SONOMA LAND HOLDINGS LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [         ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:

CERTIFICATE OF MEMBER’S INTEREST

NP Sonoma Land Holdings LLC, a California limited liability company (the “Company”), hereby certifies that                                                              (the “Holder”) is the registered owner of [            ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                      , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this     day of                           , 20    .

NP SONOMA LAND HOLDINGS LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP SONOMA LAND HOLDINGS LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF CALIFORNIA (INCLUDING SECTION 8102(A)(15)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

EX-3.66

Exhibit 3.66

STATE OF NEVADA

ROSS MILLER Secretary of State		SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings
	OFFICE OF THE SECRETARY OF STATE

Certified Copy

January 30, 2013

Job Number:	C20130130-0398
Reference Number:	00003797501-62
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100810795-03	Articles of Organization	1 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER Secretary of State
Certified By: Joann Larson Certificate Number: C20130130-0398 You may verify this certificate online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20100810795-03 Filing Date and Time Ross Miller 10/27/2010 3:05 PM Secretary of State Entity Number State of Nevada E0521582010-4 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording; see instructions) NP Steamboat LLC   Check box if a Series Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City  Zip Code Nevada Mailing Address (if different from street address) City  Zip Code 3. Dissolution Data: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer) Kate Cregor [ILLEGIBLE] Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent:  I hereby accept appointment as Registered Agent for the above named Entity. [ILLEGIBLE]  October 27, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. Nevada Secretary of State NRS 86 DLLC Articles Revised: 4-14-09

EX-3.67

Exhibit 3.67

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP STEAMBOAT LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Steamboat LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on October 27, 2010;

B.The Member entered into an operating agreement on October 27, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

3

conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Steamboat LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

5

deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

7

Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

8

use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

9

(c)      the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)            to the expenses of liquidation;

(ii)           to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)          to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)          the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1          Duties.

(a)      Standard of Care.

(i)            The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)           Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

10

the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)          Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)      To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)      A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2          Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1          Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

11

postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2          Ownership Certificates; Legend.

(a)      The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)      Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Steamboat LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)      The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)            makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)           requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)          if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)          satisfies any other reasonable requirements imposed by the Company.

(d)      Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3          Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4          Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5          Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6          Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7          Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8          Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9          Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10        Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11        No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12        Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

15

IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP STEAMBOAT LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [             ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:                       Certificate Number:                  

CERTIFICATE OF MEMBER’S INTEREST

NP Steamboat LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                                         (the “Holder”) is the registered owner of [         ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                 , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this        day of                       , 20  .

NP STEAMBOAT LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP STEAMBOAT LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.68

Exhibit 3.68

STATE OF NEVADA

ROSS MILLER Secretary of State		SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings
	OFFICE OF THE SECRETARY OF STATE

Certified Copy

January 30, 2013

Job Number:	C20130130-0398
Reference Number:	00003797501-62
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100810787-04	Articles of Organization	1 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER Secretary of State
Certified By: Joann Larson Certificate Number: C20130130-0398 You may verify this certificate online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20100810787-04 Filing Date and Time Ross Miller 10/27/2010 3:05 PM Secretary of State Entity Number State of Nevada E0521572010-3 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording; see instructions) NP Sunset Lindell LLC Check box if a Series Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Data: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer) Kate Cregor [ILLEGIBLE] Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. [ILLEGIBLE] October 27, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. Nevada Secretary of State NRS 86 DLLC Articles Revised: 4-14-09

EX-3.69

Exhibit 3.69

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP SUNSET LINDELL LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Sunset Lindell LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on October 27, 2010;

B.The Member entered into an operating agreement on October 27, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

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conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Sunset Lindell LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

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deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Sunset Lindell LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

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invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP SUNSET LINDELL LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                      ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:

CERTIFICATE OF MEMBER’S INTEREST

NP Sunset Lindell LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                                                               (the “Holder”) is the registered owner of [          ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                     , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this       day of                                       , 20   .

NP SUNSET LINDELL LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP SUNSET LINDELL LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.70

Exhibit 3.70

STATE OF NEVADA

ROSS MILLER
Secretary of State SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings

OFFICE OF THE

SECRETARY OF STATE

Certified Copy

January 30, 2013

Job Number:	C20130130-0275
Reference Number:	00003797450-45
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100593940-53	Articles of Organization	2 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER
	Secretary of State

Certified By: Christine Rakow

Certificate Number: C20130130-0275

You may verify this certificate

online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

EX-3.71

Exhibit 3.71

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP SUNSET LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Sunset LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by Station Casinos LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on August 9, 2010;

B.The Member entered into an operating agreement on August 9, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

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conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Sunset LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

5

deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

7

Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

8

use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a) the Member shall oversee the winding up of the Company’s affairs;

(b) the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)      the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)            to the expenses of liquidation;

(ii)           to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)          to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)          the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1          Duties.

(a)      Standard of Care.

(i)            The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)           Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

10

the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)          Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)      To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)      A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2          Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1          Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2          Ownership Certificates; Legend.

(a)      The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)      Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Sunset LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)      The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)            makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)           requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)          if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)          satisfies any other reasonable requirements imposed by the Company.

(d)      Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3          Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4          Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5          Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6          Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7          Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8          Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9          Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

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invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10        Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11        No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12        Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
Station Casinos LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Executive Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP SUNSET LLC

SCHEDULE I

Member’s Name:	Station Casinos LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                    ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:                       Certificate Number:                  

CERTIFICATE OF MEMBER’S INTEREST

NP Sunset LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                                         (the “Holder”) is the registered owner of [         ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                 , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this        day of                       , 20  .

NP SUNSET LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP SUNSET LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.72

Exhibit 3.72

STATE OF NEVADA

ROSS MILLER Secretary of State		SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings
	OFFICE OF THE SECRETARY OF STATE

Certified Copy

January 30, 2013

Job Number:	C20130130-0450
Reference Number:	00003797519-61
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100687337-37	Articles of Organization	2 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER Secretary of State
Certified By: Christine Rakow Certificate Number: C20130130-0450 You may verify this certificate online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov  Filed in the office of Document Number [ILLEGIBLE] 20100687337-37 Filing Date and Time Ross Miller 09/13/2010 11:00 AM Secretary of State Entity Number State of Nevada E0440542010-2 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording; see Instructions) NP TEXAS LLC Check box if a Series Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Data: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page If more than 1 organizer) Kate Cregor [ILLEGIBLE] Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. [ILLEGIBLE] September 13, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. PLEASE SEE ATTACHEMENT Nevada Secretary of State NRS 86 DLLC Articles Revised: 4-14-09

ATTACHMENT TO ARTICLES OF ORGANIZATION
OF
NP TEXAS LLC

The Articles of Organization of NP TEXAS LLC (the “Company”) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

8.             Compliance with Gaming Laws.

(a)           The purposes of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

(b)           The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (the “Commission”).  If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada.  Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property of, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest; (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaming license, for services rendered or otherwise.  Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

(c)           Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.

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EX-3.73

Exhibit 3.73

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP TEXAS LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Texas LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on September 13, 2010;

B.The Member entered into an operating agreement on September 13, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

3

conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Texas LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

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deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

8

use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices.   All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

11

postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Texas LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP TEXAS LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                     ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:

CERTIFICATE OF MEMBER’S INTEREST

NP Texas LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                                                (the “Holder”) is the registered owner of [        ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                   , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this      day of                          , 20   .

NP TEXAS LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP TEXAS LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.74

Exhibit 3.74

	STATE OF NEVADA
ROSS MILLER Secretary of State		SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings
	OFFICE OF THE SECRETARY OF STATE

Certified Copy

January 30, 2013

Job Number:	C20130130-0398
Reference Number:	00003797501-62
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100810782-59	Articles of Organization	1 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER Secretary of State
Certified By: Joann Larson Certificate Number: C20130130-0398 You may verify this certificate online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number 20100810782-59 Filing Date and Time Ross Miller 10/27/2010 3:05 PM Secretary of State Entity Number State of Nevada E0521562010-2 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording; see Instructions) NP Town Center LLC Check box if a Series Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Data: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP Opco LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page If more than 1 organizer) Kate Cregor Name Organizer Signature 355 South Grand Avenue, 35th Floor Los Angeles CA 90071 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. October 27, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. Nevada Secretary of State NRS 86 DLLC Articles Revised: 4-14-09

EX-3.75

Exhibit 3.75

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NP TOWN CENTER LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of NP Town Center LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on October 27, 2010;

B.The Member entered into an operating agreement on October 27, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

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conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “NP Town Center LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

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deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices.   All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in NP Town Center LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

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invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

NP TOWN CENTER LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                    ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:

CERTIFICATE OF MEMBER’S INTEREST

NP Town Center LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                                                   (the “Holder”) is the registered owner of [        ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                   , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this      day of                          , 20   .

NP TOWN CENTER LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN NP TOWN CENTER LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.76

Exhibit 3.76

State of California Kevin Shelley Secretary of State LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION A $70.00 filing fee must accompany this form. IMPORTANT – Read instructions before completing this form. File# 200406910055 FILED in the office of the Secretary of State of the State of California DEC 31 2003 /s/ Kevin Shelley KEVIN SHELLEY, SECRETARY OF STATE This Space For Filing Use Only 1. Name of the limited liability company (end the name with the words “Limited Liability Company,” “Ltd. Liability Co.,” or the abbreviations “LLC” or “L.L.C.” SC Butte Development, LLC 2. The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the Beverly-Killea limited liability company act. 3. Name the agent for service of process and check the appropriate provision below: CT Corporation System which is [X] an individual residing in California. Proceed to item 4. [X] a corporation which has filed a certificate pursuant to section 1505. Proceed to item 5. 4. If an individual, California address of the agent for service of process: Address: City: State: CA Zip Cope: 5. The limited liability company will be managed by: (check one ) [ ] One manager [ ] more than one manager [ ] single member limited liability company [ ] all limited liability company members 6. Other matters to be included in this certificate may be set forth on separate attached pages and are made a part of this certificate. Other matters may include the latest date on which the limited liability company is to dissolve. 7. Number of pages attached, if any: 0 8. Type of business of the limited liability company. (For informational purposes only) The development of entertainment facilities and related activities. 9. DECLARATION: It is hereby declared that I am the person who executed this instrument, which execution is my act and deed. Erwin W. Jefferson, III Erwin W. Jefferson, III Signature of Organizer Type or Print Name of Organizer December 30, 2003 Date 10. RETURN TO: NAME FIRM Tifany Siart, Esq. Milbank, Tweed, Hadley & McCloy ADDRESS 601 S. Figueroa, 30th Floor CITY/STATE Los Angeles, CA 90017 ZIP CODE SEC/STATE (REV. 01/03) FORM LLC-1 – FILING FEE $70.00 Approved by Secretary of State

I hereby certify that the foregoing transcript of 1 page(s) is a full, true and correct copy of the original record in the custody of the California Secretary of State’s office. Date: FEB 01 2013 DEBRA BOWEN DEBRA BOWEN, Secretary of State

EX-3.77

Exhibit 3.77

AMENDED AND RESTATED OPERATING AGREEMENT

OF

SC BUTTE DEVELOPMENT, LLC

a California limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of SC Butte Development, LLC, a California limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of California on December 31, 2003;

B.The Member entered into an operating agreement on December 31, 2003 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means the Beverly-Killea Limited Liability Company Act.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the California Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“CAUCC” shall have the meaning set forth in Section 9.2(b).

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

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“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in Section 17058 of the Act, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

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“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a California limited liability company under the laws of the State of California. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “SC Butte Development, LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion

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Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of California the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural

5

persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

7

Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by Section 17005(d) of the Act; provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by Section 17005(d) of the Act, the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only

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to the extent that officers of the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of California or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that

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is not a Business Day; four Business Days after being deposited in the United States mail, postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the “CAUCC”) (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the CAUCC, such provision of Article 8 of the CAUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in SC Butte Development, LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the “CAUCC”) (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of California without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

SC BUTTE DEVELOPMENT, LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                       ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:                    Certificate Number:                         

CERTIFICATE OF MEMBER’S INTEREST

SC Butte Development, LLC, a California limited liability company (the “Company”), hereby certifies that                                                 (the “Holder”) is the registered owner of [           ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of               , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this        day of           , 20           .

SC BUTTE DEVELOPMENT, LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN SC BUTTE DEVELOPMENT, LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF CALIFORNIA (INCLUDING SECTION 8102(A)(15)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

EX-3.78

Exhibit 3.78

[State of California File# 200406910052 Kevin Shelley Secretary of State LIMITED LIABILITY COMPANY FILED ARTICLES OF ORGANIZATION in the office of the Secretary of State A $70.00 filing fee must accompany this form. of the State of California DEC 31 2003 IMPORTANT – Read instructions before completing this form. [ILLEGIBLE] KEVIN SHELLEY, SECRETARY OF STATE This Space For Filing Use Only 1. Name of the limited liability company (end the name with the words “Limited Liability Company,” “Ltd. Liability Co.,” or the abbreviations “LLC” or “L.L.C.” SC Butte Management, LLC 2. The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the Beverly-Killea limited liability company act. 3. Name the agent for service of process and check the appropriate provision below: CT Corporation System Which is [ ] an individual residing in California. Proceed to item 4. [X] a corporation which has filed a certificate pursuant to section 1505. Proceed to item 5. 4. If an individual, California address of the agent for service of process: Address: City: State: CA Zip Cope: 5. The limited liability company will be managed by: (check one ) [ ] One manager [ ] more than one manager [x] single member limited liability company [ ] all limited liability company members 6. Other matters to be included in this certificate may be set forth on separate attached pages and are made a part of this certificate. Other matters may include the latest date on which the limited liability company is to dissolve. 7. Number of pages attached, if any: 0 8. Type of business of the limited liability company. (For informational purposes only) The development of entertainment facilities and related activities. 9. DECLARATION: It is hereby declared that I am the person who executed this instrument, which execution is my act and deed. Erwin W. Jefferson, III Erwin W. Jefferson, III Signature of Organizer Type or Print Name of Organizer December 30, 2003 Date 10. RETURN TO: NAME FIRM Tifany Siart, Esq. Milbank, Tweed, Hadley & McCloy ADDRESS 601 S. Figueroa, 30th Floor CITY/STATE Los Angeles, CA 90017 ZIP CODE SEC/STATE (REV. 01/03) FORMLLC-1 – FILING FEE $70.00 Approved by Secretary of StateLOGO]

I hereby certify that the foregoing transcript of 1 page(s) is a full, true and correct copy of the original record in the custody of the California Secretary of State’s office. Date: FEB 01 2013 DEBRA BOWEN DEBRA BOWEN, Secretary of State

EX-3.79

Exhibit 3.79

AMENDED AND RESTATED OPERATING AGREEMENT

OF

SC BUTTE MANAGEMENT, LLC

a California limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of SC Butte Management, LLC, a California limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

RECITALS

A.The Articles (as defined below) were filed in the Office of the Secretary of State of California on December 31, 2003;

B.The Member entered into an operating agreement on December 31, 2003 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means the Beverly-Killea Limited Liability Company Act.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the California Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“CAUCC” shall have the meaning set forth in Section 9.2(b).

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

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“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in Section 17058 of the Act, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

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“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a California limited liability company under the laws of the State of California. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “SC Butte Management, LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion

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Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of California the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural

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persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by Section 17005(d) of the Act; provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by Section 17005(d) of the Act, the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only

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to the extent that officers of the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of California or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that

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is not a Business Day; four Business Days after being deposited in the United States mail, postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the “CAUCC”) (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the CAUCC, such provision of Article 8 of the CAUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in SC Butte Management, LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the “CAUCC”) (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of California without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

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invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

SC BUTTE MANAGEMENT, LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                     ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:                 Certificate Number:                

CERTIFICATE OF MEMBER’S INTEREST

SC Butte Management, LLC, a California limited liability company (the “Company”), hereby certifies that                                                   (the “Holder”) is the registered owner of [          ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                 , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this           day of                           , 20      .

SC BUTTE MANAGEMENT, LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN SC BUTTE MANAGEMENT, LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I)ARTICLE8 OF THE UNIFORMCOMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF CALIFORNIA (INCLUDING SECTION8102(A)(15)), AND (II)ARTICLE8 OF THE UNIFORMCOMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORMSTATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

EX-3.80

Exhibit 3.80

State of California File# 200327510098 Kevin Shelley Secretary of State FILED LIMITED LIABILITY COMPANY in the office of the Secretary of State ARTICLES OF ORGANIZATION of the State of California A $70.00 filing fee must accompany this form. SEP 30 2003 IMPORTANT — Read instructions before completing this form. [ILLEGIBLE] KEVIN SHELLEY, SECRETARY OF STATE This Space For Filing Use Only 1. Name of the limited liability company (end the name with the words “Limited Liability Company,” “Ltd. Liability Co.,” or the abbreviations “LLC” or “L.L.C.”) SC Madera Development, LLC 2. The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the Beverly-Killea limited liability company act. 3. Name the agent for service of process and check the appropriate provision below: CT Corporation System Which is [ ] an individual residing in California. Proceed to item 4. [X] a corporation which has filed a certificate pursuant to section 1505. Proceed to item 5. 4. If an individual, California address of the agent for service of process: Address: City: State: CA Zip Cope: 5. The limited liability company will be managed by: (check one ) [ ] One manager [ ] more than one manager [x] single member limited liability company [ ] all limited liability company members 6. Other matters to be included in this certificate may be set forth on separate attached pages and are made a part of this certificate. Other matters may include the latest date on which the limited liability company is to dissolve. 7. Number of pages attached, if any: 0 8. Type of business of the limited liability company. (For informational purposes only) The development of entertainment facilities and related activities. 9. DECLARATION: It is hereby declared that I am the person who executed this instrument, which execution is my act and deed. Julia B. Dachs Julia B. Dachs Signature of Organizer Type or Print Name of Organizer September 29, 2003 Date 10. RETURN TO: NAME FIRM ADDRESS CITY/STATE ZIP CODE SEC/STATE (REV. 01/03) FORM LLC-1 — FILING FEE $70.00 Approved by Secretary of State

I hereby certify that the foregoing transcript of 1 page(s) is a full, true and correct copy of the original record in the custody of the California Secretary of State’s office. Date: FEB 01 2013 DEBRA BOWEN DEBRA BOWEN, Secretary of State

EX-3.81

Exhibit 3.81

AMENDED AND RESTATED OPERATING AGREEMENT

OF

SC MADERA DEVELOPMENT, LLC

a California limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of SC Madera Development, LLC, a California limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

RECITALS

A.The Articles (as defined below) were filed in the Office of the Secretary of State of California on September 30, 2003;

B.The Member entered into an operating agreement on September 30, 2003 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means the Beverly-Killea Limited Liability Company Act.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the California Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“CAUCC” shall have the meaning set forth in Section 9.2(b).

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

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“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in Section 17058 of the Act, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

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“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a California limited liability company under the laws of the State of California. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “SC Madera Development, LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion

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Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of California the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural

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persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by Section 17005(d) of the Act; provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by Section 17005(d) of the Act, the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only

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to the extent that officers of the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of California or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that

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is not a Business Day; four Business Days after being deposited in the United States mail, postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the “CAUCC”) (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the CAUCC, such provision of Article 8 of the CAUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in SC Madera Development, LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the “CAUCC”) (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of California without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

SC MADERA DEVELOPMENT, LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                          ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:                        

CERTIFICATE OF MEMBER’S INTEREST

SC Madera Development, LLC, a California limited liability company (the “Company”), hereby certifies that                                    (the “Holder”) is the registered owner of [           ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                         , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this       day of                                 , 20    .

SC MADERA DEVELOPMENT, LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN SC MADERA DEVELOPMENT, LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF CALIFORNIA (INCLUDING SECTION 8102(A)(15)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

EX-3.82

Exhibit 3.82

State of California File# 200327510101 Kevin Shelley Secretary of State FILED LIMITED LIABILITY COMPANY in the office of the Secretary of State ARTICLES OF ORGANIZATION of the State of California A $70.00 filing fee must accompany this form. SEP 30 2003 IMPORTANT — Read instructions before completing this form. /s/ Kevin Shelley KEVIN SHELLEY, SECRETARY OF STATE This Space For Filing Use Only 1. Name of the limited liability company (end the name with the words “Limited Liability Company,” “Ltd. Liability Co.,” or the abbreviations “LLC” or “L.L.C.”) SC Madera Management, LLC 2. The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the Beverly-Killea limited liability company act. 3. Name the agent for service of process and check the appropriate provision below: CT Corporation System Which is [ ] an individual residing in California. Proceed to item 4. [X] a corporation which has filed a certificate pursuant to section 1505. Proceed to item 5. 4. If an individual, California address of the agent for service of process: Address: City: State: CA Zip Cope: 5. The limited liability company will be managed by: (check one ) [ ] One manager [ ] more than one manager [x] single member limited liability company [ ] all limited liability company members 6. Other matters to be included in this certificate may be set forth on separate attached pages and are made a part of this certificate. Other matters may include the latest date on which the limited liability company is to dissolve. 7. Number of pages attached, if any: 0 8. Type of business of the limited liability company. (For informational purposes only) The management and operation of entertainment facilities and related activities. 9. DECLARATION: It is hereby declared that I am the person who executed this instrument, which execution is my act and deed. /s/ Julia B. Dachs Julia B. Dachs Signature of Organizer Type or Print Name of Organizer September 29, 2003 Date 10. RETURN TO: NAME FIRM ADDRESS CITY/STATE ZIP CODE SEC/STATE (REV. 01/03) FORM LLC-1 — FILING FEE $70.00 Approved by Secretary of State

I hereby certify that the foregoing transcript of 1 page(s) is a full, true and correct copy of the original record in the custody of the California Secretary of State’s office. Date: FEB 01 2013 /s/ Debra Bowen DEBRA BOWEN, Secretary of State

EX-3.83

Exhibit 3.83

AMENDED AND RESTATED OPERATING AGREEMENT

OF

SC MADERA MANAGEMENT, LLC

a California limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of SC Madera Management, LLC, a California limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

RECITALS

A.            The Articles (as defined below) were filed in the Office of the Secretary of State of California on September 30, 2003;

B.            The Member entered into an operating agreement on September 30, 2003 (the “Original Agreement”); and

C.            The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1          Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means the Beverly-Killea Limited Liability Company Act.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the California Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“CAUCC” shall have the meaning set forth in Section 9.2(b).

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

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“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in Section 17058 of the Act, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

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“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2          Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1          Formation. Pursuant to the Act, the Company has been formed as a California limited liability company under the laws of the State of California. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2          Name. The name of the Company is “SC Madera Management, LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3          Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion

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Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4          Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5          Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of California the street address of its registered agent.

2.6          Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7          Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)           borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)           conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)           acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)           enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)           negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)            purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural

5

persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)           lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)           sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)            appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)            indemnify any Person and obtain any and all types of insurance;

(k)           cease its activities and cancel its insurance;

(l)            pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)          apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)           make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1          Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2          Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1          Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2          Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1          Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2          Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)           enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)           select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)           employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)           borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

7

Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)           invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)            change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)           attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)           do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3          Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4          Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5          Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

8

use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6          Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7          Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8          Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by Section 17005(d) of the Act; provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1          Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2          Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3          Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)           the Member shall oversee the winding up of the Company’s affairs;

(b)           the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)           the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)            to the expenses of liquidation;

(ii)           to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)          to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)          the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1          Duties.

(a)           Standard of Care.

(i)            The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)           Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by Section 17005(d) of the Act, the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only

10

to the extent that officers of the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)          Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of California or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)           To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)           A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2          Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1          Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that

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is not a Business Day; four Business Days after being deposited in the United States mail, postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2          Ownership Certificates; Legend.

(a)           The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)           Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the “CAUCC”) (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the CAUCC, such provision of Article 8 of the CAUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in SC Madera Management, LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the “CAUCC”) (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)           The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)            makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)           requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)          if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)          satisfies any other reasonable requirements imposed by the Company.

(d)           Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3          Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4          Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5          Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6          Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7          Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of California without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8          Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9          Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10        Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11        No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12        Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

15

IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

SC MADERA MANAGEMENT, LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                        ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:              Certificate Number:            

CERTIFICATE OF MEMBER’S INTEREST

SC Madera Management, LLC, a California limited liability company (the “Company”), hereby certifies that                                                (the “Holder”) is the registered owner of [       ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of               , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this            day of                        , 20    .

SC MADERA MANAGEMENT, LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN SC MADERA MANAGEMENT, LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF CALIFORNIA (INCLUDING SECTION 8102(A)(15)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

EX-3.84

Exhibit 3.84

STATE OF NEVADA

ROSS MILLER Secretary of State		SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings
	OFFICE OF THE SECRETARY OF STATE

Certified Copy

January 30, 2013

Job Number:	C20130130-0478
Reference Number:	00003797535-69
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
LLC15299-2003-001	Articles of Organization	4 Pages/1 Copies
20110440957-33	Amendment	2 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER Secretary of State
Certified By: Christine Rakow Certificate Number: C20130130-0478 You may verify this certificate online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

		FILED # LLC15299.03
ARTICLES OF ORGANIZATION
	OF	OCT 07 2003
SC MICHIGAN, LLC
		IN THE OFFICE OF
		[ILLEGIBLE]
		DEAN [ILLEGIBLE] SECRETARY OF STATE

The undersigned, for the purpose of forming a limited liability company pursuant to and by virtue of Chapter 86 of Nevada Revised Statutes, hereby signs the following articles of organization.

ARTICLE I

NAME

The name of the company is SC Michigan, LLC (the “Company”).

ARTICLE II

REGISTERED OFFICE AND RESIDENT AGENT

The Company’s resident agent and the address of the registered office where process may be served in the State of Nevada shall be Schreck Brignone, 300 South Fourth Street, Suite 1200, Las Vegas, Nevada 89101, or such other resident agent and registered office as the managers shall, from time to time, determine.

ARTICLE III

INDEMNIFICATION AND PAYMENT OF EXPENSES

In addition to any other rights of indemnification permitted by the laws of the State of Nevada as may be provided for by the Company in these articles of organization, the Company’s operating agreement or any other agreement, the expenses of members and managers incurred in defending a civil or criminal action, suit or proceeding, involving alleged acts or omissions of such members or managers in their capacities as members or managers of the Company, must be paid by the Company, or through insurance purchased and maintained by the Company or through other financial arrangements made by the Company as permitted by the laws of the State of Nevada, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an unsecured undertaking by or on behalf of the members or managers to repay the amount if it is ultimately determined by a court of competent jurisdiction that they are not entitled to be indemnified by the Company.

Any repeal or modification of this Article III approved by the members of the Company shall be prospective only. In the event of any conflict between this Article III and any other article of the Company’s articles of organization, the terms and provisions of Article III shall control.

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ARTICLE IV

MANAGEMENT

The management of the Company shall be vested in its managers in the manner prescribed by the Company’s operating agreement The names and addresses of the persons who are to serve as the initial managers of the Company are:

Glenn C. Christenson

2411 West Sahara Avenue

Las Vegas, Nevada 89102

Scott M Nielson

2411 West Sahara Avenue

Las Vegas, Nevada 89102

The managers may designate or authorize, by provision either in the Company’s operating agreement or in another writing, one or more persons, officers or employees of the Company who may, in the name of the Company, and in lieu of or in addition to the managers, contract debts and incur liabilities, and sign contracts or agreements (including, without limitation, instruments and documents providing for the acquisition, mortgage or disposition of property of the Company), and may authorize the use of facsimile signatures of any such persons.

ARTICLE V

ORGANIZER

The name and post office box or street address of the organizer signing these articles of organization is:

Ellen Schulhofer, Esq.

300 S. Fourth Street Suite 1200

Las Vegas, Nevada 89101

IN WITNESS WHEREOF, pursuant to Nevada Revised Statutes 86.151, I have signed these articles of organization as of the 7th day of October, 2003.

/s/ Ellen Schulhofer

Ellen Schulhofer, Esq., Organizer

2

WAIVER OF ORGANIZER

The undersigned, being the sole organizer named in the Articles of Organization of SC Michigan, LLC (the “Company”), a Nevada limited liability company, which Articles of Organization have been filed in the office of the Secretary of State of the State of Nevada, hereby waives all right, title and interest in and to any interest in or assets or property of the Company and any right in and to the management thereof as of the date of said filing.

Dated as of said day and year of filing.

/s/ Ellen Schulhofer

Ellen Schulhofer, Esq.

ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz Filed in the office of Document Number [ILLEGIBLE] 20110440957-33 Filing Date and Time Ross Miller 06/14/2011 12:19 PM Secretary of State Entity Number State of Nevada LLC15299-2003 Amendment to Articles of Organization (PURSUANT TO NRS 86.221) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Articles of Organization For a Nevada Limited-Liability Company (Pursuant to NRS 86.221) 1. Name of limited-liability company: SC Michigan, LLC 2. The company is managed by: Managers OR Members (check only one box) 3. The articles have been amended as follows (provide articles numbers, if available)*: Articles 4 and 5 of the Articles of Organization are hereby amended as set forth below: Article 4. Management: “The Company shall be managed by Member(s).” Article 5. Name(s) and address(es) of each Member: Name: NP Opco LLC Address: 1505 South Pavilion Center Drive, Las Vegas. NV 89135 *** See attachment for provision re effective date of this Certificate of Amendment.*** 4. Signature (must be signed by at least one manager or by a managing member): [ILLEGIBLE] Manager Signature * 1) If amending company name, it must contain the words “Limited-Liability Company,” “Limited Company,” or “Limited,” or the abbreviations “Ltd.,” “L.L.C.,” or “L.C.,” “LLC” or “LC,” The word “Company” may be abbreviated as “Co.” 2) If adding managers, provide names and addresses. FILING FEE: $175.00 IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate fees Novada Secretary of State AM 86.221 Amend 2007 Revised on: 01/01/07 SEE ATTACHMENT

CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
	BY RESIDENT AGENT	FILED # LLC15299.03
	IN THE MATTER OF
		OCT 07 2003
	SC MICHIGAN, LLC
		IN THE OFFICE OF
		[ILLEGIBLE]
		DEAN [ILLEGIBLE] SECRETARY OF STATE

1. The undersigned, Schreck Brignone, hereby certifies that on the 7th day of October, 2003, it accepted its appointment as resident agent of the above-referenced limited liability company.

2. The registered office in this State is located at 300 South Fourth Street, Suite 1200, County of Clark, City of Las Vegas, State of Nevada.

IN WITNESS WHEREOF, the undersigned has hereunto set its hand this 7th day of October, 2003.

RESIDENT AGENT,
SCHRECK BRIGNONE
By:	/s/ Ellen Schulhofer
	Ellen Schulhofer, Esq.
	Authorized Signatory

1

ATTACHMENT TO

CERTIFICATE OF AMENDMENT

TO ARTICLES OF ORGANIZATION OF

SC MICHIGAN, LLC

The Certificate of Amendment to Articles of Organization of SC Michigan, LLC consists of the preceding page and the following additional provision:

EFFECTIVE DATE OF CERTIFICATE OF AMENDMENT

Pursuant to NRS 86.226(2), the effective date of this Certificate of Amendment to Articles of Organization is: June 15, 2011.

A-1

EX-3.85

Exhibit 3.85

AMENDED AND RESTATED OPERATING AGREEMENT

OF

SC MICHIGAN, LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of SC Michigan, LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

RECITALS

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on October 7, 2003;

B.The Member entered into an operating agreement on October 7, 2003 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

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conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “SC Michigan, LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

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deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in SC Michigan, LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

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invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

SC MICHIGAN, LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                         ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:                 Certificate Number:                      

CERTIFICATE OF MEMBER’S INTEREST

SC Michigan, LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                                                                  (the “Holder”) is the registered owner of [       ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                         , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this day           of                                     , 20       .

SC MICHIGAN, LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN SC MICHIGAN, LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.86

Exhibit 3.86

	STATE OF NEVADA
ROSS MILLER Secretary of State		SCOTT W. ANDERSONDeputy Secretary for Commercial Recordings
	OFFICE OF THE SECRETARY OF STATE
	Certified Copy
		January 30, 2013

Job Number:	C20130130-0398
Reference Number:	00003797501-62
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20060217192-40	Articles of Organization	2 Pages/1 Copies
20110440984-63	Amendment	2 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER
	Secretary of State
Certified By: Joann Larson Certificate Number: C20130130-0398 You may verify this certificate online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

 DEAN HELLER Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz Articles of Organization Limited-Liability Company (PURSUANT TO NRS 86) Filed in the office of Document Number /s/ Dean Heller 20060217192-40 Dean Heller Secretary of State State of Nevada Filing Date and Time 04/05/2006 1:32 PM Entity Number E0253242006-3 ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: SC Rancho Development, LLC Check box if a Series Limited- Liability Company  2. Registered Agent Name and Street Address: (must be a Nevada address where process may be [ILLEGIBLE] Richard J. Haskins Name 2411 West Sahara Avenue Las Vegas NEVADA 89102 Physical Street Address City Zip Code Additional Mailing Address City State Zip Code 3. Dissolution Data: (OPTIONAL-see Instructions) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (check one) Company shall be managed by  Manager(s) OR  Members 5. Names Addresses of Manager(s) or Members: (attach additional pages as necessary) Station Casinos, Inc. Name 2411 West Sahara Avenue Las Vegas NV 89102 Address City State Zip Code Name Address City State Zip Code Name Address City State Zip Code 6. Names, Addresses and Signatures of Organizers: (If more than one organizer attach additional page). Daniel Norr /s/ Daniel Norr Name Signature 300 South Fourth Street, Suite 1200 Las Vegas NV 89101 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Resident Agent for the above named limited-liability company [ILLEGIBLE] Authorized Signature of R.A. or On Behalf of R.A. Company Date 4/5/05 This form must be accompanied by appropriate fees. Nevada Secretary of State AM 86.221 Amend 2007 Revised on: 01/01/07 SEE ATTACHMENT

ATTACHMENT TO

ARTICLES OF ORGANIZATION

OF

SC RANCHO DEVELOPMENT, LLC

The Articles of Organization of SC Rancho Development, LLC (the “Company”) consist of the articles set forth on the preceding page and the additional articles set forth on this Attachment as follows:

8.Registered Office.

The Company may, from time to time, in the manner provided by law, change the resident agent and the registered office in the State of Nevada. The Company may also maintain an office or offices for the conduct of its business, either within or without the State of Nevada.

9.Management.

The management of the Company shall be vested in its manager or managers in the manner prescribed by the Company’s operating agreement. The name and address of the person who is to serve as the Company’s initial manager is set forth in Article 5 on the preceding page.

10.Payment of Expenses

In addition to any other rights of indemnification permitted by the laws of the State of Nevada as may be provided for by the Company in these Articles of Organization, the Company’s operating agreement or any other agreement, the expenses of members and managers incurred in defending a civil or criminal action, suit or proceeding, involving alleged acts or omissions of such members or managers in their capacities as members or managers of the Company, must be paid by the Company, or through insurance purchased and maintained by the Company or through other financial arrangements made by the Company as permitted by the laws of the State of Nevada, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an unsecured undertaking by or on behalf of the members or managers to repay the amount if it is ultimately determined by a court of competent jurisdiction that they are not entitled to be indemnified by the Company.

Any repeal or modification of this Article 10 approved by the members of the Company shall be prospective only. In the event of any conflict between this Article 10 and any other article of the Company’s Articles of Organization, the terms and provisions of Article 10 shall control.

A-1

ROSS MILLER Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 (776) 684 5708 Website: secretaryofstate.biz

Amendment to Articles of Organization (PURSUANT TO NRS 86.221)	Filed in the office of	Document Number
	/s/ Ross Miller	20110440984-63
	Ross Miller Secretary of State State of Nevada	Filing Date and Time
		06/14/2011 12:19 PM
		Entity Number
		E0253242006-3

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of Organization

For a Nevada Limited-Liability Company

(Pursuant to NRS 86.221)

1. Name of limited-liability company:
SC Rancho Development, LLC
2. The company is managed by:		x Managers	OR	o Members
		(check only one box)
3. The articles have been amended as follows (provide articles numbers, if available)*:
Articles 4 and 5 of the Articles of Organization are hereby amended as set forth below:
Article 4.	Management: “The Company shall be managed by Member(s).”
Article 5.	Name(s) and address(es) of each Member:
	Name: NP Opco LLC
	Address: 1505 South Pavilion Center Drive, Las Vegas, NV 89135
*** See attachment for provision re effective date of this Certificate of Amendment.***
4. Signature (must be signed by at least one manager or by a managing member):

/s/ Thomas M. Friel

Signature

Treasurer of the Manager

* 1) If amending company name, it must contain the words “Limited-Liability Company,” “Limited Company,” or “Limited,” or the abbreviations “Ltd.,” “L.L.C.,” or “L.C.,” “LLC” or “LC.” The word “Company” may be abbreviated as “Co.”

2) If adding managers, provide names and addresses.

FILING FEE: $175.00

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees	Nevada Secretary of State AM 80.221 Amend 2007
	Revised on: 01/01/07

SEE ATTACHMENT

ATTACHMENT TO

CERTIFICATE OF AMENDMENT

TO ARTICLES OF ORGANIZATION OF

SC RANCHO DEVELOPMENT, LLC

The Certificate of Amendment to Articles of Organization of SC Rancho Development, LLC consists of the preceding page and the following additional provision:

EFFECTIVE DATE OF CERTIFICATE OF AMENDMENT

Pursuant to NRS 86.226(2), the effective date of this Certificate of Amendment to Articles of Organization is: June 15, 2011.

A-1

EX-3.87

Exhibit 3.87

AMENDED AND RESTATED OPERATING AGREEMENT

OF

SC RANCHO DEVELOPMENT, LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of SC Rancho Development, LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on April 5, 2006;

B.The Member entered into an operating agreement on April 5, 2006 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms.  The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

3

conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally.  Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation.  Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name.  The name of the Company is “SC Rancho Development, LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

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2.3Records Office.  The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices.  The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office.  The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company.  The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and

5

deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses.  The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification.  It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions.  Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions.  Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability.  The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member.  Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

7

Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member.  Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees.  Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers.  Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

8

use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest.  The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures.  The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care.  Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution.  The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation.  Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation.  In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment.  The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices.  All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in SC Rancho Development, LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance.  The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement.  This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments.  This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement.  Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law.  This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies.  Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability.  If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers.  No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries.  Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration.  Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

SC RANCHO DEVELOPMENT, LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                   ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:          Certificate Number:         

CERTIFICATE OF MEMBER’S INTEREST

SC Rancho Development, LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                             (the “Holder”) is the registered owner of [      ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                    , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this      day of                 , 20     .

SC RANCHO DEVELOPMENT, LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN SC RANCHO DEVLOPMENT, LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.88

Exhibit 3.88

State of California Kevin Shelley Secretary of State File# 200310510052 FILED in the office of the Secretary of State of the State of California LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION APR 14 2003 A $70.00 filing fee must accompany this form. /s/ Kevin Shelley IMPORTANT — Read instructions before completing this form. KEVIN SHELLEY, SECRETARY OF STATE This Space For Filing Use Only 1. Name of the limited liability company (end the name with the words “Limited Liability Company,” “Ltd. Liability Co.,” or the abbreviations “LLC” or “L.L.C.”) SC Sonoma Development, LLC 2. The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the Beverly-Killea limited liability company act. 3. Name the agent for service of process and check the appropriate provision below: CT Corporation System Which is  an individual residing in California. Proceed to item 4.  a corporation which has filed a certificate pursuant to section 1505. Proceed to item 5. 4. If an individual, California address of the agent for service of process: Address: City: State: CA Zip Code: 5. The limited liability company will be managed by: (check one )  one manager  more than one manager  single member limited liability company  all limited liability company members 6. Other matters to be included in this certificate may be set forth on separate attached pages and are made a part of this certificate. Other matters may include the latest date on which the limited liability company is to dissolve. 7. Number of pages attached, if any: 0 8. Type of business of the limited liability company. (For informational purposes only) The development of entertainment facilities and related activities. 9. DECLARATION: It is hereby declared that I am the person who executed this instrument, which execution is my act and deed. /s/ Julia B. Dachs Julia B. Dachs Signature of Organizer Type or Print Name of Organizer April 11, 2003 Date 10. RETURN TO: NAME FIRM ADDRESS CITY/STATE ZIP CODE SEC/STATE (REV. 01/03) FORM LLC-1 –FILING FEE $70.00 Approved by Secretary of State

		I hereby certify that the foregoing transcript of 1 page(s) is a full, true and correct copy of the original record in the custody of the California Secretary of State’s office.
Date:	FEB 01 2013		SJA
	/s/ Debra Bowen
	DEBRA BOWEN, Secretary of State

EX-3.89

Exhibit 3.89

AMENDED AND RESTATED OPERATING AGREEMENT

OF

SC SONOMA DEVELOPMENT, LLC

a California limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of SC Sonoma Development, LLC, a California limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of California on April 14, 2003;

B.The Member entered into an operating agreement on April 14, 2003 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means the Beverly-Killea Limited Liability Company Act.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the California Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“CAUCC” shall have the meaning set forth in Section 9.2(b).

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

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“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in Section 17058 of the Act, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

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“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation.  Pursuant to the Act, the Company has been formed as a California limited liability company under the laws of the State of California. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name.  The name of the Company is “SC Sonoma Development, LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3Records Office.  The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion

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Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices.  The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office.  The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of California the street address of its registered agent.

2.6Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company.  The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural

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persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses.  The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification.  It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions.  Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions.  Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability.  The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member.  Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member.  Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees.  Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers.  Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest.  The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures.  The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care.  Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by Section 17005(d) of the Act; provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution.  The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation.  Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation.  In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by Section 17005(d) of the Act, the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only

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to the extent that officers of the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of California or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment.  The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices.  All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that

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is not a Business Day; four Business Days after being deposited in the United States mail, postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the “CAUCC”) (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the CAUCC, such provision of Article 8 of the CAUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in SC Sonoma Development, LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the “CAUCC”) (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance.  The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement.  This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments.  This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement.  Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law.  This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of California without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies.  Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability.  If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

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invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers.  No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries.  Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration.  Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

SC SONOMA DEVELOPMENT, LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [               ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:

CERTIFICATE OF MEMBER’S INTEREST

SC Sonoma Development, LLC, a California limited liability company (the “Company”), hereby certifies that                                    (the “Holder”) is the registered owner of [     ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of       , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this    day of            , 20      .

SC SONOMA DEVELOPMENT, LLC
By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN SC SONOMA DEVELOPMENT, LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF CALIFORNIA (INCLUDING SECTION 8102(A)(15)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

EX-3.90

Exhibit 3.90

State of California Kevin Shelley Secretary of State File# 200310510056 FILED in the office of the Secretary of State of the State of California LIMITED LIABILITY COMPANY APR 14 2003 ARTICLES OF ORGANIZATION A $70.00 filing fee must accompany this form. /s/ Kevin Shelley IMPORTANT — Read instructions before completing this form. KEVIN SHELLEY, SECRETARY OF STATE This Space For Filing Use Only 1. Name of the limited liability company (end the name with the words “Limited Liability Company,” “Ltd. Liability Co.,” or the abbreviations “LLC” or “L.L.C.”) SC Sonoma Management, LLC 2. The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the Beverly-Killea limited liability company act. 3. Name the agent for service of process and check the appropriate provision below: CT Corporation System Which is  an individual residing in California. Proceed to item 4.  a corporation which has filed a certificate pursuant to section 1505. Proceed to item 5. 4. If an individual, California address of the agent for service of process: Address: City: State: CA Zip Cope: 5. The limited liability company will be managed by: (check one )  one manager  more than one manager  single member limited liability company  all limited liability company members 6. Other matters to be included in this certificate may be set forth on separate attached pages and are made a part of this certificate. Other matters may include the latest date on which the limited liability company is to dissolve. 7. Number of pages attached, if any: 0 8. Type of business of the limited liability company. (For informational purposes only) The management and operation of entertainment facilities and related activities. 9. DECLARATION: It is hereby declared that I am the person who executed this instrument, which execution is my act and deed. /s/ Julia B. Dachs Julia B. Dachs Signature of Organizer Type or Print Name of Organizer April 11, 2003 Date 10. RETURN TO: NAME FIRM ADDRESS CITY/STATE ZIP CODE SEC/STATE (REV. 01/03) FORM LLC-1 —FILING FEE $70.00 Approved by Secretary of State

I hereby certify that the foregoing transcript of 1 page(s) is a full, true and correct copy of the original record in the custody of the California Secretary of State’s office.

Date:	FEB 01 2013	SJA
	/s/ Debra Bowen
	DEBRA BOWEN, Secretary of State

EX-3.91

Exhibit 3.91

AMENDED AND RESTATED OPERATING AGREEMENT

OF

SC SONOMA MANAGEMENT, LLC

a California limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of SC Sonoma Management, LLC, a California limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of California on April 14, 2003;

B.The Member entered into an operating agreement on April 14, 2003 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms.  The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means the Beverly-Killea Limited Liability Company Act.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the California Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“CAUCC” shall have the meaning set forth in Section 9.2(b).

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

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“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in Section 17058 of the Act, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

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“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally.  Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation.  Pursuant to the Act, the Company has been formed as a California limited liability company under the laws of the State of California. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name.  The name of the Company is “SC Sonoma Management, LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3Records Office.  The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion

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Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices.  The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office.  The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of California the street address of its registered agent.

2.6Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company.  The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural

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persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses.  The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification.  It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions.  Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions.  Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability.  The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member.  Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member.  Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers;  Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers.  Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest.  The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures.  The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care.  Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by Section 17005(d) of the Act; provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution.  The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation.  Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation.  In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by Section 17005(d) of the Act, the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only

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to the extent that officers of the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of California or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment.  The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices.  All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that

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is not a Business Day; four Business Days after being deposited in the United States mail, postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the “CAUCC”) (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the CAUCC, such provision of Article 8 of the CAUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in SC Sonoma Management, LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the “CAUCC”) (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance.  The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement.  This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments.  This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement.  Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law.  This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of California without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies.  Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability.  If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

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invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers.  No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries.  Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration.  Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

SC SONOMA MANAGEMENT, LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:        Certificate Number:         

CERTIFICATE OF MEMBER’S INTEREST

SC Sonoma Management, LLC, a California limited liability company (the “Company”), hereby certifies that                                     (the “Holder”) is the registered owner of [ ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                   , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this day       of               , 20    .

SC SONOMA MANAGEMENT, LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN SC SONOMA MANAGEMENT, LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF CALIFORNIA (INCLUDING SECTION 8102(A)(15)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

EX-3.92

Exhibit 3.92

	STATE OF NEVADA
ROSS MILLER Secretary of State		SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings
	OFFICE OF THE
	SECRETARY OF STATE
	Certified Copy
		January 30, 2013

Job Number:	C20130130-0478
Reference Number:	00003797535-69
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20120612799-89	Articles of Organization	3 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER
	Secretary of State
Certified By: Christine Rakow Certificate Number: C20130130-0478 You may verify this certificate online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

 ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) Filed in the office of Document Number /s/ Ross Miller 20120612799-89 Ross Miller Secretary of State Filing Date and Time 09/05/2012 10:45 AM Entity Number State of Nevada E0459062012-7 (This document was filed electronically.) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording; see Instructions) SC SP I LLC Check box if a Series Limited- Liability Company Check box if a Restricted Limited- Liability Company  2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) RICHARD J HASKINS Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 1505 S PAVILION CENTER DR LAS VEGAS Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Data: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by:  Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) SC SP HOLDCO LLC-SEE ATTACHED Name 1505 S. PAVILION CENTER D LAS VEGAS NV Street Address City State 89135 2) Zip Code Name Street Address City State 3) Zip Code Name Street Address City State 6. Name, Address and Signature of Organizer: (attach additional page If more than 1 organizer) Zip Code Effective Date  RICHARD J HASKINS Name Organizer Signature 1505 S PAVILION CENTER DR LAS VEGAS NV 89135 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. RICHARD J HASKINS 9/5/2012 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. Nevada Secretary of State NRS 86 DLLC Articles Revised: 8-31-11

Articles of Organization

(PURSUANT TO NRS CHAPTER 86)

CONTINUED

Includes data that is too long to fit in the fields on the NRS 86 Form and

all additional managers and organizers

ENTITY NAME:	SC SP 1 LLC
FOREIGN NAME	Not Applicable
TRANSLATION:
REGISTERED	RICHARD J HASKINS
AGENT NAME:
STREET	1505 S PAVILION CENTER DR, LAS VEGAS, NV 89135
ADDRESS:
MAILING	”
ADDRESS:

ADDITIONAL	Managers or Managing Members
Name: SC SP HOLDCO LLC
Address: 1505 S. PAVILION CENTER
DRIVE
City: LAS VEGAS
State: NV
Zip Code: 89135

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ATTACHMENT TO ARTICLES OF ORGANIZATION

OF

SC SP HOLDCO LLC

The Articles of Organization of SC SP HOLDCO LLC (the “Company”) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

8.Compliance with Gaming Laws.

(a)The purpose of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

(b)The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (“Commission”). If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada. Beginning on the dale when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property or, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest, (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaining license, for services rendered or otherwise. Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

(c)Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.

EX-3.93

Exhibit 3.93

OPERATING AGREEMENT

OF

SC SP 1 LLC

a Nevada limited liability company

This Operating Agreement (this “Agreement”) of SC SP 1 LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of September 5, 2012 (the “Effective Date”), by SC SP Holdco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on the Effective Date;

B.The Member desires to set forth and adopt the operating agreement of the Company on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

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“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of June 16, 2011, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta, as amended.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

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“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

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“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “SC SP 1 LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

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2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

5

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(1)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

8

use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

10

the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in SC SP 1 LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
SC SP Holdco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

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SCHEDULE I

Member’s Name:	SC SP Holdco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                  ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:         Certificate Number:        

CERTIFICATE OF MEMBER’S INTEREST

SC SP 1 LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                                     (the “Holder”) is the registered owner of [               ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Operating Agreement of the Company dated as of                  , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this     day of               , 20   .

SC SP 1 LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN SC SP 1 LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.94

Exhibit 3.94

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20120670098-25 Filing Date and Time Ross Miller 09/28/2012 3:16 PM Secretary of State Entity Number State of Nevada E0510562012-1 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) (This document was filed electronically.) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording; see instructions) SC SP 2 LLC Check box if a Series Limited- Liability Company Check box if a Restricted Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) RICHARD J HASKINS Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 1505 S PAVILION CENTER DR LAS VEGAS Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Data: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) SC SP HOLDCO LLC-SEE ATTACHED Name 1505 SOUTH PAVILION CENTE LAS VEGAS NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Effective Date and Time: (optional) Effective Date: Effective Team: 7. Name, Address and Signature of Organizer: (attach additional page If more than 1 organizer) RICHARD J HASKINS RICHARD J HASKINS Name Organizer Signature 1505 S PAVILION CENTER DR LAS VEGAS NV 89135 Address City State Zip Code 8. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. RICHARD J HASKINS September 13, 2010 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. Nevada Secretary of State NRS 86 DLLC Articles Revised: 8-31-11

Articles of Organization

(PURSUANT TO NRS CHAPTER 86)

CONTINUED

Includes data that is too long to fit in the fields on the NRS 86 Form and

all additional managers and organizers

ENTITY NAME:	SC SP 2 LLC
FOREIGN NAME TRANSLATION:	Not Applicable
REGISTERED AGENT NAME:	RICHARD J HASKINS
STREET ADDRESS:	1505 S PAVILION CENTER DR, LAS VEGAS, NV 89135
MAILING ADDRESS:	”

ADDITIONAL	Managers or Managing Members
Name: SC SP HOLDCO LLC
Address: 1505 SOUTH PAVILION
CENTER DRIVE
City: LAS VEGAS
State: NV
Zip Code: 89135

2

ATTACHMENT TO ARTICLES OF ORGANIZATION

OF

SC SP 2 LLC

The Articles of Organization of SC SP 2 LLC (the “Company”) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

8.Compliance with Gaming Laws.

(a)The purpose of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

(b)The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (“Commission”). If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property or, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest, (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaming license, for services rendered or otherwise. Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

(c)Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.

SECRETARY OF STATE

STATE OF NEVADA

LIMITED LIABILITY COMPANY CHARTER

I, ROSS MILLER, the Nevada Secretary of State, do hereby certify that SC SP 2 LLC did on September 28, 2012, file in this office the Articles of Organization for a Limited Liability Company, that said Articles of Organization are now on file and of record in the office of the Nevada Secretary of State, and further, that said Articles contain all the provisions required by the laws governing Limited Liability Companies in the State of Nevada.

	IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on September 28, 2012.
		/s/ Ross Miller
		ROSS MILLER
		Secretary of State
Certified By: Electronic Filing
Certificate Number: C20120928-3691
You may verify this certificate
online at http://www.nvsos.gov/

OPERATING AGREEMENT

OF

SC SP 2 LLC

a Nevada limited liability company

This Operating Agreement (this “Agreement”) of SC SP 2 LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of October 3, 2012 (the “Effective Date”), by SC SP Holdco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on the Effective Date;

B.The Member desires to set forth and adopt the operating agreement of the Company on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

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“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of June 16, 2011, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta, as amended.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

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“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

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“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “SC SP 2 LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

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2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

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(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(1)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in SC SP 2 LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the

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Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

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9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall

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any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
SC SP Holdco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

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SCHEDULE I

Member’s Name:	SC SP Holdco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                    ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:           Certificate Number:                 

CERTIFICATE OF MEMBER’S INTEREST

SC SP 2 LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                                                      (the “Holder”) is the registered owner of [             ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Operating Agreement of the Company dated as of                       , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this       day of                                  , 20        .

SC SP 2 LLC

By:

Name:

Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN SC SP 2 LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.95

Exhibit 3.95

OPERATING AGREEMENT

OF

SC SP 2 LLC

a Nevada limited liability company

This Operating Agreement (this “Agreement”) of SC SP 2 LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of October 3, 2012 (the “Effective Date”), by SC SP Holdco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on the Effective Date;

B.The Member desires to set forth and adopt the operating agreement of the Company on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

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“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of June 16, 2011, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta, as amended.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

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“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

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“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “SC SP 2 LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

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2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

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(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(1)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

10

the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

11

postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in SC SP 2 LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the

12

Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

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9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall

14

any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

15

IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
SC SP Holdco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

16

SCHEDULE I

Member’s Name:	SC SP Holdco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                    ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:          Certificate Number:         

CERTIFICATE OF MEMBER’S INTEREST

SC SP 2 LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                            (the “Holder”) is the registered owner of [         ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Operating Agreement of the Company dated as of                , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this      day of                          , 20     .

SC SP 2 LLC

By:

Name:

Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN SC SP 2 LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.96

Exhibit 3.96

 ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20120670100-79 Filing Date and Time Ross Miller 09/28/2012 3:16 PM Secretary of State Entity Number State of Nevada E0510572012-2 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) (This document was filed electronically.) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording; see instructions) SC SP 3 LLC Check box if a Series Limited- Liability Company Check box if a Restricted Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) RICHARD J HASKINS Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 1505 S PAVILION CENTER DR LAS VEGAS Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Data: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) SC SP HOLDCO LLC-SEE ATTACHED Name 1505 SOUTH PAVILION CENTE LAS VEGAS NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Effective Date and Time: (optional) Effective Date: Effective Time: 7. Name, Address and Signature of Organizer: (attach additional page If more than 1 organizer) RICHARD J HASKINS RICHARD J HASKINS Name Organizer Signature 1505 S PAVILION CENTER DR LAS VEGAS NV 89135 Address City State Zip Code 8. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. RICHARD J HASKINS 9/28/2012 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. Nevada Secretary of State NRS 86 DLLC Articles Revised: 8-31-11

Articles of Organization

(PURSUANT TO NRS CHAPTER 86)

CONTINUED

Includes data that is too long to fit in the fields on the NRS 86 Form and

all additional managers and organizers

ENTITY NAME:	SC SP 3 LLC
FOREIGN NAME TRANSLATION:	Not Applicable
REGISTERED AGENT NAME:	RICHARD J HASKINS
STREET ADDRESS:	1505 S PAVILION CENTER DR, LAS VEGAS, NV 89135
MAILING ADDRESS:	”

ADDITIONAL	Managers or Managing Members
Name: SC SP HOLDCO LLC
Address: 1505 SOUTH PAVILION
CENTER DRIVE
City: LAS VEGAS
State: NV
Zip Code: 89135

2

ATTACHMENT TO ARTICLES OF ORGANIZATION

OF

SC SP 3 LLC

The Articles of Organization of SC SP 3 LLC (the “Company”) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

8.Compliance with Gaming Laws.

(a)The purpose of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

(b)The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (“Commission”). If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property or, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest, (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaming license, for services rendered or otherwise. Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

(c)Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the tenns, if any, provided in the Company’s Operating Agreement.

SECRETARY OF STATE

STATE OF NEVADA

LIMITED LIABILITY COMPANY CHARTER

I, ROSS MILLER, the Nevada Secretary of State, do hereby certify that SC SP 3 LLC did on September 28, 2012, file in this office the Articles of Organization for a Limited Liability Company, that said Articles of Organization are now on file and of record in the office of the Nevada Secretary of State, and further, that said Articles contain all the provisions required by the laws governing Limited Liability Companies in the State of Nevada.

	IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on September 28, 2012.
		/s/ Ross Miller
		ROSS MILLER
		Secretary of State
Certified By: Electronic Filing
Certificate Number: C20120928-3691
You may verify this certificate
online at http://www.nvsos.gov/

OPERATING AGREEMENT

OF

SC SP 3 LLC

a Nevada limited liability company

This Operating Agreement (this “Agreement”) of SC SP 3 LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of October 3, 2012 (the “Effective Date”), by SC SP Holdco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on the Effective Date;

B.The Member desires to set forth and adopt the operating agreement of the Company on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

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“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of June 16, 2011, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta, as amended.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

2

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

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“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1 Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “SC SP 3 LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

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2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

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(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(1)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in SC SP 3 LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the

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Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

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9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall

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any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
SC SP Holdco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

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SCHEDULE I

Member’s Name:	SC SP Holdco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                   ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:             

CERTIFICATE OF MEMBER’S INTEREST

SC SP 3 LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                            (the “Holder”) is the registered owner of [             ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Operating Agreement of the Company dated as of                 , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this       day of                           , 20   .

SC SP 3 LLC

By:

Name:

Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN SC SP 3 LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.97

Exhibit 3.97

OPERATING AGREEMENT

OF

SC SP 3 LLC

a Nevada limited liability company

This Operating Agreement (this “Agreement”) of SC SP 3 LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of October 3, 2012 (the “Effective Date”), by SC SP Holdco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on the Effective Date;

B.The Member desires to set forth and adopt the operating agreement of the Company on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

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“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of June 16, 2011, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta, as amended.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

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“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

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“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “SC SP 3 LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

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2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

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(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(1)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in SC SP 3 LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the

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Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

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9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall

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any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
SC SP Holdco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

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SCHEDULE I

Member’s Name:	SC SP Holdco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                       ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:          

CERTIFICATE OF MEMBER’S INTEREST

SC SP 3 LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                                        (the “Holder”) is the registered owner of [        ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Operating Agreement of the Company dated as of                     , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this       day of                                   , 20     .

SC SP 3 LLC

By:

Name:

Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN SC SP 3 LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.98

Exhibit 3.98

Exhibit 3.98 ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number [ILLEGIBLE] 20120675268-89 Filing Date and Time Ross Miller 10/01/2012 4:37 PM Secretary of State Entity Number State of Nevada E0513152012-5 Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) (This document was filed electronically.) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording; see instructions) SC SP 4 LLC Check box if a Series Limited- Liability Company Check box if a Restricted Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent OR Office or Position with Entity (name and address below) (name and address below) RICHARD J HASKINS Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 1505 S PAVILION CENTER DR LAS VEGAS Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Data: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) SC SP HOLDCO LLC-SEE ATTACHED Name 1505 S. PAVILION CENTER D LAS VEGAS NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Effective Date and Time: (optional) Effective Date: Effective Time: 7. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer) RICHARE J HASKINS RICHARD J HASKINS Name Organizer Signature 1505 S PAVILION CENTER DR LAS VEGAS NV 89135 Address City State Zip Code 8. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. RICHARD J HASKINS 10/1/2012 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This from must be accompanied by appropriate fees. Nevada Secretary of State NRS 86 DLLC Articles Revised: 8-31-11

Articles of Organization

(PURSUANT TO NRS CHAPTER 86)

CONTINUED

Includes data that is too long to fit in the fields on the NRS 86 Form and

all additional managers and organizers

ENTITY NAME:	SC SP 4 LLC
FOREIGN NAME TRANSLATION:	Not Applicable
REGISTERED AGENT NAME:	RICHARD J HASKINS
STREET ADDRESS:	1505 S PAVILION CENTER DR, LAS VEGAS, NV 89135
MAILING ADDRESS:	”

ADDITIONAL	Managers or Managing Members
Name: SC SP HOLDCO LLC
Address: 1505 S PAVILION CENTER DR.
City: LAS VEGAS
State: NV
Zip Code: 89135

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ATTACHMENT TO ARTICLES OF ORGANIZATION

OF

SC SP 4 LLC

The Articles of Organization of SC SP 4 LLC (the “Company’’) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

8.Compliance with Gaming Laws.

(a)The purpose of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

(b)The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (“Commission”). If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property or, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest, (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaming license, for services rendered or otherwise. Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

(c)Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.

SECRETARY OF STATE

STATE OF NEVADA

LIMITED LIABILITY COMPANY CHARTER

I, ROSS MILLER, the Nevada Secretary of State, do hereby certify that SC SP 4 LLC did on October 1, 2012, file in this office the Articles of Organization for a Limited Liability Company, that said Articles of Organization are now on file and of record in the office of the Nevada Secretary of State, and further, that said Articles contain all the provisions required by the laws governing Limited Liability Companies in the State of Nevada.

	IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on October 2, 2012.
	/s/ Ross Miller
	ROSS MILLER Secretary of State
Certified By: Electronic Filing Certificate Number: C20121001-3125 You may verify this certificate online at http://www.nvsos.gov/

OPERATING AGREEMENT

OF

SC SP 4 LLC

a Nevada limited liability company

This Operating Agreement (this “Agreement”) of SC SP 4 LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of October 3, 2012 (the “Effective Date”), by SC SP Holdco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on the Effective Date;

B.The Member desires to set forth and adopt the operating agreement of the Company on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

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“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of June 16, 2011, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta, as amended.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

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“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

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“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “SC SP 4 LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

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2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

5

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(1)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in SC SP 4 LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the

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Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

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9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall

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any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
SC SP Holdco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

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SCHEDULE I

Member’s Name:	SC SP Holdco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                         ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:                

CERTIFICATE OF MEMBER’S INTEREST

SC SP 4 LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                              (the “Holder”) is the registered owner of [         ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Operating Agreement of the Company dated as of              , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this           day of                                          , 20    .

SC SP 4 LLC

By:

Name:

Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN SC SP 4 LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.99

Exhibit 3.99

OPERATING AGREEMENT

OF

SC SP 4 LLC

a Nevada limited liability company

This Operating Agreement (this “Agreement”) of SC SP 4 LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of October 3, 2012 (the “Effective Date”), by SC SP Holdco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on the Effective Date;

B.The Member desires to set forth and adopt the operating agreement of the Company on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

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“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of June 16, 2011, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta, as amended.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

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“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

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“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “SC SP 4 LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

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2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

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(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(1)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)the Member shall oversee the winding up of the Company’s affairs;

(b)the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in SC SP 4 LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the

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Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

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9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall

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any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
SC SP Holdco LLC
By:	/s/ Thomas M. Friel
Name: Thomas M. Friel
Title: Senior Vice President

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SCHEDULE I

Member’s Name:	SC SP Holdco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                             ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:          

CERTIFICATE OF MEMBER’S INTEREST

SC SP 4 LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                             (the “Holder”) is the registered owner of [           ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Operating Agreement of the Company dated as of                    , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this      day of                       , 20      .

SC SP 4 LLC

By:

Name:

Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN SC SP 4 LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.100

Exhibit 3.100

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 884-5708 Website: wwvi.nvsos.gov 11111111111111111110110111111111111111 Nevada Secretary of State NRS 86 DLLC Articles Revised : 8-31-11 This form must be accompanied by appropriate fees. USE BLACK INK ONLY - DO NOT HIGHLIGHT Filed in the office of Document Number 20120720514-44 Filing Date and Time Ross Miller 10/23/2012 12:54 PM Secretary of State Entity Number State of Nevada E0551492012-1 (This document was filed electronically.) ABOVE SPACE IS FOR OFFICE USE ONLY Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) 89135 1505 S PAVILION CENTER DR LAS VEGAS Nevada City Street Address Zip Code Zip Code Mailing Address (if different from street address) City 1) SC SP HOLDCO LLC-SEE ATTACHED Name NV State 89135 LAS VEGAS City Zip Code Name Street Address 3) Name City State Zip Code City State Zip Code Street Address NV State 89135 LAS VEGAS City 1505 S. PAVILION CENTER DR Address Zip Code 1. Name of Limited- Liability Company: (must contain approved limited-liability company wording: see instructions) 2. Registered Agent for Service of Process: (check only one box) SC SP 5 LLC ElCommercial Registered Agent: Name IE Noncommercial Registered Agent (name and address below) Check box if a Restricted Limited- Liability Company Office or Position with Entity (name and address below) RICHARD J HASKINS Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity Nevada 3. Dissolution Date: (optional) 4. Management: (requi red) Latest date upon which the company is to dissolve (if existence is not perpetual Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1505 S. PAVILION CENTER D Street Address 6. Effective Date and Time: (optional) 7. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer) 8. Certificate of Acceptance of Appointment of Registered Agent: Effective Date: Effective Time: RICHARD J HASKINS Name Organizer Signature X RICHARD J HASKINS Check box if a Series Limited- Liability Company I hereby accept appointment as Registered Agent for the above named Entity X RICHARD J HASKINS Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity 10/23/2012 Date *050103*

Articles of Organization

(PURSUANT TO NRS CHAPTER 86)

CONTINUED
Includes data that is too long to fit in the fields on the NRS 86 Form and
all additional managers and organizers

ENTITY NAME:	SC SP  LLC
FOREIGN NAME TRANSLATION:	Not Applicable
REGISTERED AGENT NAME:	RICHARD J HASKINS
STREET ADDRESS	1505 S PAVILION CENTER DR, LAS VEGAS, NV 89135
MAILING ADDRESS:	”

ADDITIONAL	Managers or Managing Members
Name: SC SP HOLDCO LLC
Address: 1505 S. PAVILION CENTER DR
City: LAS VEGAS
State: NV
Zip Code: 89135

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ATTACHMENT TO ARTICLES OF ORGANIZATION
OF
SC SP 5 LLC

The Articles of Organization of SC SP 5 LLC (the “Company”) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

8.               Compliance with Gaming Laws.

(a)             The purpose of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

(b)             The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (“Commission”). If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property or, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest, (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaming license, for services rendered or otherwise. Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

(c)             Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.

LIMITED LIABILITY COMPANY CHARTER

I, ROSS MILLER, the Nevada Secretary of State, do hereby certify that SC SP 5 LLC did on October 23, 2012, file in this office the Articles of Organization for a Limited Liability Company, that said Articles of Organization are now on file and of record in the office of the Nevada Secretary of State, and further, that said Articles contain all the provisions required by the laws governing Limited Liability Companies in the State of Nevada.

	IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on October 23, 2012.
		/s/ Ross Miller
		ROSS MILLER
		Secretary of State
Certified By: Electronic Filing
Certificate Number: C20121023-2424
You may verify this certificate
online at http://www.nvsos.gov/

OPERATING AGREEMENT
OF
SC SP 5 LLC
a Nevada limited liability company

This Operating Agreement (this “Agreement”) of SC SP 5 LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of October 23, 2012 (the “Effective Date”), by SC SP Holdco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.            The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on the Effective Date;

B.            The Member desires to set forth and adopt the operating agreement of the Company on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I
DEFINITIONS

1.1          Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

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“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of June 16, 2011, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta, as amended.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

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“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

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“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2          Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II
INTRODUCTORY MATTERS

2.1          Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2          Name. The name of the Company is “SC SP 5 LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3          Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

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2.4          Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5          Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6          Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7          Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)           borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)           conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)           acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)           enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)           negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)            purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

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(g)           lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)           sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)            appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)            indemnify any Person and obtain any and all types of insurance;

(k)           cease its activities and cancel its insurance;

(1)           pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)          apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)           make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III
INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV
PROFITS AND LOSSES

4.1          Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2          Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V
DISTRIBUTIONS

5.1          Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2          Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI
MEMBERSHIP

6.1          Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2          Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)           enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)           select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)           employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)           borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)           invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)            change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)           attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)           do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3          Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4          Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5          Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6          Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7          Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8          Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII
DISSOLUTION OF THE COMPANY AND
TERMINATION OF A MEMBER’S INTEREST

7.1          Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2          Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3          Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)           the Member shall oversee the winding up of the Company’s affairs;

(b)           the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)           the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)            to the expenses of liquidation;

(ii)           to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)          to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)          the balance, if any, to the Member.

ARTICLE VIII
EXCULPATION AND DUTIES

8.1          Duties.

(a)           Standard of Care.

(i)   The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)  Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)          Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8. I (a).

(b)             To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)             A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2          Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1          Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2          Ownership Certificates: Legend.

(a)              The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)              Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in SC SP 5 LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)               The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the

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Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)                makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)               requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)              if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)             satisfies any other reasonable requirements imposed by the Company.

(d)           Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

9.3          Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

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9.4          Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5          Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6          Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7          Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8          Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9          Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10        Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall

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any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11        No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12        Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
SC SP Holdco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

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SCHEDULE I

Member’s Name:	SC SP Holdco LLC
Member’s Address:	1505 South Pavilion Center Drive Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION

THEREFROM UNDER SUCH ACT. THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF[         ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:       Certificate Number:        

CERTIFICATE OF MEMBER’S INTEREST

SC SP 5 LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                  (the “Holder”) is the registered owner of [                 ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Operating Agreement of the Company dated as of          , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this day of         , 20  .

SC SP 5 LLC

By:

Name:

Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN SC SP 5 LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBERS INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.101

Exhibit 3.101

OPERATING AGREEMENT
OF
SC SP 5 LLC
a Nevada limited liability company

This Operating Agreement (this “Agreement”) of SC SP 5 LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of October 23, 2012 (the “Effective Date”), by SC SP Holdco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.            The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on the Effective Date;

B.            The Member desires to set forth and adopt the operating agreement of the Company on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I
DEFINITIONS

1.1          Defined Terms.  The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

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“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of June 16, 2011, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta, as amended.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

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“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

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“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2          Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II
INTRODUCTORY MATTERS

2.1          Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2          Name. The name of the Company is “SC SP 5 LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3          Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

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2.4          Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5          Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6          Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7          Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)           borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)           conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)           acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)           enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)           negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)            purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

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(g)           lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)           sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)            appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)            indemnify any Person and obtain any and all types of insurance;

(k)           cease its activities and cancel its insurance;

(1)           pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)          apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)           make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III
INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV
PROFITS AND LOSSES

4.1          Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2          Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V
DISTRIBUTIONS

5.1          Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2          Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI
MEMBERSHIP

6.1          Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2          Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)           enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)           select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)           employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)           borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)           invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)            change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)           attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)           do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3          Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4          Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5          Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

8

use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6          Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

63           Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8          Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII
DISSOLUTION OF THE COMPANY AND
TERMINATION OF A MEMBER’S INTEREST

7.1          Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2          Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3          Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)           the Member shall oversee the winding up of the Company’s affairs;

(b)           the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)           the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)            to the expenses of liquidation;

(ii)           to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)         to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)          the balance, if any, to the Member.

ARTICLE VIII
EXCULPATION AND DUTIES

8.1         Duties.

(a)           Standard of Care.

(i)            The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)           Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)          Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)           To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)           A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2          Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1          Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

11

postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2          Ownership Certificates: Legend.

(a)           The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)           Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in SC SP 5 LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)          The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the

12

Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)         makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)        requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)       if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)       satisfies any other reasonable requirements imposed by the Company.

(d)         Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

9.3          Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

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9.4          Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5          Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6          Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7          Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8          Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9          Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10        Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall

14

any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11        No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12        Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
SC SP Holdco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

16

SCHEDULE I

Member’s Name:	SC SP Holdco LLC
Member’s Address:	1505 South Pavilion Center Drive Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                  ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:        Certificate Number:        

CERTIFICATE OF MEMBER’S INTEREST

SC SP 5 LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                   (the “Holder”) is the registered owner of [     ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Operating Agreement of the Company dated as of                                                 , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this day of     , 20  .

SC SP 5 LLC

By:

Name:

Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN SC SP 5 LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE “COMMISSION”). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY’S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER’S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-3.102

Exhibit 3.102

STATE OF NEVADA

ROSS MILLER
Secretary of State SCOTT W. ANDERSON
Deputy Secretary
for Commercial Recordings

OFFICE OF THE

SECRETARY OF STATE

Certified Copy

		January 30, 2013
Job Number:	C20130130-0478
Reference Number:	00003797535-69
Expedite:
Through Date:

The undersigned, filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20120612798-78	Articles of Organization	3 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER
	Secretary of State
Certified By: Christine Rakow
Certificate Number: C20130130-0478
You may verify this certificate
online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov *050103* Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) Filed in the office of Document Number 20120612798-78 Filing Date and Time Ross Miller 09/05/2012 10:45 AM Secretary of State Entity Number State of Nevada E0459052012-6 USE BLACK INK ONLY - DO NOT HIGHLIGHT (This document was filed electronically.) ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited- Liability Company: (must contain approved limiled-liability company wording; see instructions) SC SP HOLDCO LLC Check box if a Series Limited- Liability Company Check box if a Restricted Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: Name Noncommercial Registered Agent (name and address below) OR Office or Position with Entity (name and address below) RICHARD J HASKINS Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 1505 S PAVILION CENTER DR LAS VEGAS Street Address City Nevada 89135 Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Date: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR Member(s) (check only one box) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) NP OPCO LLC-SEE ATTACHED Name 1505 S. PAVILION CENTER D LAS VEGAS NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Effective Date and Time: (optional) Effective Date: Effective Time: 7. Name, Address and Signature of Organizer: X RICHARD J HASKINS RICHARD J HASKINS Name Organizer Signature (attach additional page if more 1505 S PAVILION CENTER DR LAS VEGAS NV 89135 than 1 organizer) Address City State Zip Code 8. Certificate of I here by accept appointment as Registered Agent for the above named Entity. Acceptance of X RICHARD J HASKINS Appointment of 9/5/2012 Registered Agent: Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This form must be accompanied by appropriate fees. Nevada Secretary of State NRS 86 DLLC Articles Revised: 8-31-11

Articles of Organization

(PURSUANT TO NRS CHAPTER 86)

CONTINUED
Includes data that is too long to fit in the fields on the NRS 86 Form and
all additional managers and organizers

ENTITY NAME:	SC SP HOLDCO LLC
FOREIGN NAME TRANSLATION:	Not Applicable
REGISTERED AGENT NAME:	RICHARD J HASKINS
STREET ADDRESS:	1505 S PAVILION CENTER DR, LAS VEGAS, NV 89135
MAILING ADDRESS:	”

ADDITIONAL	Managers or Managing Members
Name: NP OPCO LLC
Address: 1505 S. PAVILLION CENTER DRIVE
City: LAS VEGAS
State: NV
Zip Code: 89135

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ATTACHMENT TO ARTICLES OF ORGANIZATION
OF
SC SP HOLDCO LLC

The Articles of Organization of SC SP HOLDCO LLC (the “Company”) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

8.               Compliance with Gaming Laws.

(a)             The purpose of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

(b)             The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (“Commission”). If at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property or, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest, (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the Company or from any company holding a gaming license, for services rendered or otherwise. Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

(c)             Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.

EX-3.103

Exhibit 3.103

OPERATING AGREEMENT
OF
SC SP HOLDCO LLC
a Nevada limited liability company

This Operating Agreement (this “Agreement”) of SC SP Holdco LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of September 5, 2012 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.            The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on the Effective Date;

B.            The Member desires to set forth and adopt the operating agreement of the Company on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I
DEFINITIONS

1.1          Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

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“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of June 16, 2011, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta, as amended.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

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“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

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“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2       Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II
INTRODUCTORY MATTERS

2.1       Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2       Name. The name of the Company is “SC SP Holdco LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3       Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

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2.4       Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5       Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6       Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7       Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)              borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)              conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)              acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)              enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)              negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)               purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

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(g)               lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)              sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)                appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)               indemnify any Person and obtain any and all types of insurance;

(k)              cease its activities and cancel its insurance;

(1)              pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)             apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)              make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III
INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV
PROFITS AND LOSSES

4.1          Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2          Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V
DISTRIBUTIONS

5.1          Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2          Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI
MEMBERSHIP

6.1          Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2          Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)              enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)              select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)               employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)              borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)               invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)               change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)               attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)              do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3          Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4          Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5          Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6          Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7          Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8          Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII
DISSOLUTION OF THE COMPANY AND
TERMINATION OF A MEMBER’S INTEREST

7.1         Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2          Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3          Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)             the Member shall oversee the winding up of the Company’s affairs;

(b)             the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)               the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)            to the expenses of liquidation;

(ii)           to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)          to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)          the balance, if any, to the Member.

ARTICLE VIII
EXCULPATION AND DUTIES

8.1         Duties.

(a)          Standard of Care.

(i)            The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)           Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of

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the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX
MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail,

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postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates: Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof.  In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in SC SP Holdco LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

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invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

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SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                              ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:                 Certificate Number:                

CERTIFICATE OF MEMBER’S INTEREST

SC SP Holdco LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                              (the “Holder”) is the registered owner of [      ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Operating Agreement of the Company dated as of                   , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this     day of            , 20    .

SC SP HOLDCO LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN SC SP HOLDCO LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THESALE,ASSIGNMENT, TRANSFER,PLEDGE,OREXERCISEOFANY OPTIONTOPURCHASEOROTHERDISPOSITIONOFANINTERESTINTHIS LIMITED LIABILITYCOMPANYISINEFFECTIVE UNLESSAPPROVEDIN ADVANCEBYTHENEVADAGAMINGCOMMISSION(THE"COMMISSION"). IF ATANYTIME THE COMMISSION FINDSTHATAMEMBER IS UNSUITABLETOHOLDANINTERESTINTHISCOMPANY,SUCHOWNER MUSTDISPOSEOFSUCHINTERESTASPROVIDEDBYTHEGAMINGLAWS OFTHESTATEOFNEVADAAND THEREGULATIONSPROMULGATED THEREUNDER, OR,IF THE COMMISSION CONSENTS,IN ACCORDANCE WITHTHECOMPANY'SARTICLESOR OPERATINGAGREEMENT. BEGINNINGONTHEDATEWHENTHECOMMISSIONSERVESNOTICEOR ADETERMINATIONOFUNSUITABILITYPURSUANTTOAPPLICABLELAW, ITISUNLAWFULFORTHE UNSUITABLEMEMBER(A)TORECEIVEANY DIVIDEND ORINTEREST ORANYPAYMENTOR DISTRIBUTIONOFANY KIND,INCLUDINGOFANYSHAREOFTHEDISTRIBUTIONOFPROFITSOR CASHORANYOTHER PROPERTY, OR PAYMENTSUPONDISSOLUTION, FROMTHECOMPANY, OTHERTHANARETURNOFCAPITAL;(B)TO EXERCISEDIRECTLYORTHROUGHANYPROXY,TRUSTEEORNOMINEE ANYVOTINGRIGHT CONFERREDBYTHE MEMBER'SINTERESTINTHE COMPANY; OR (C) TO RECEIVE ANYREMUNERATION IN ANYFORM FROMTHECOMPANYORFROMANY COMPANYHOLDINGAGAMING LICENSEFORSERVICESRENDEREDOROTHERWISE.

EX-3.104

Exhibit 3.104

State of California Secretary of State LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION File # 2 0 0 7 0 7 1 1 0 1 33 FILED in the office of the Secretry of State of the State of California MAR 0 7 2007 This Space For Filing Use Only A $70.00 filing fee must accompany this form. IMPORTANT — Read instructions before completing this form. ENTITY NAME (End the name with the words "Limited Liability Company." "Ltd. Liability Co ." or the abbreviations "LLC" or "L.L.C.") 1 NAME OF LIMITED LIABILITY COMPANY Sonoma Land Acquisition Company, LLC PURPOSE (The following statement is required by statute and may not be altered ) 2 THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT. INITIAL AGENT FOR SERVICE OF PROCESS (If the agent is an individual, the agent must reside in California and both Items 3 and 4 must be completed If the agent is a corporation, the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and Item 3 must be completed (leave Item 4 blank) 3. NAME OF INITIAL AGENT FOR SERVICE OF PROCESS C T Corporation System 4 IF AN INDIVIDUAL. ADDRESS OF INITIAL AGENT FOR SERVICE OF PROCESS IN CALIFORNIA CITY STATE ZIP CODE  CA MANAGEMENT (Check only one) 5. THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY: ONE MANAGER MORE THAN ONE MANAGER 13 ALL LIMITED LIABILITY COMPANY MEMBER(S) ADDITIONAL INFORMATION 6. ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES. IF ANY. IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE EXECUTION 7. I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT. WHICH EXECUTION IS MY ACT AND DEED. SIGNATURE OF ORGANIZER 3/7/07 Daniel K. Ruiz DATE Daniel K. Ruiz TYPE OR PRINT NAME OF ORGANIZER RETURN TO (Enter the name and the address of the person or firm to whom a copy of the filed document should be returned ) 8 NAME Daniel K. Ruiz FIRM Milbank, Tweed, Hadley & McCloy LLP ADDRESS 601 So. Figueroa Street. 30th Floor CITY/STATE/ZIP Los Angeles, CA 90017 LLC-1 (REV 03/2005) APPROVED BY SECRETARY OF STATE [ILLEGIBLE],

		I hereby certify that the foregoing transcript of 1 page(s) is a full, true and correct copy of the original record in the custody of the California Secretary of State’s office.
Date:	FEB 01 2013
	/s/ Debra Bowen
	DEBRA BOWEN, Secretary of State

EX-3.105

Exhibit 3.105

AMENDED AND RESTATED OPERATING AGREEMENT
OF
SONOMA LAND ACQUISITION COMPANY, LLC
a California limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of Sonoma Land Acquisition Company, LLC, a California limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

R E C I T A L S

A.            The Articles (as defined below) were filed in the Office of the Secretary of State of California on March 7, 2007;

B.            The Member entered into an operating agreement on March 7, 2007 (the “Original Agreement”); and

C.            The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I
DEFINITIONS

1.1          Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means the Beverly-Killea Limited Liability Company Act.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the California Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“CAUCC” shall have the meaning set forth in Section 9.2(b).

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

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“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in Section 17058 of the Act, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

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“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2          Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II
INTRODUCTORY MATTERS

2.1          Formation. Pursuant to the Act, the Company has been formed as a California limited liability company under the laws of the State of California. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2          Name. The name of the Company is “Sonoma Land Acquisition Company, LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3          Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion

4

Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4          Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5          Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of California the street address of its registered agent.

2.6          Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7          Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)           borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)           conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)           acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)           enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)           negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)            purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural

5

persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)           lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)           sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)            appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)            indemnify any Person and obtain any and all types of insurance;

(k)           cease its activities and cancel its insurance;

(l)            pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)          apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)           make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III
INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV
PROFITS AND LOSSES

4.1         Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2         Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V
DISTRIBUTIONS

5.1         Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2         Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI
MEMBERSHIP

6.1         Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2         Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)           enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)           select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)           employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)           borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

7

Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)           invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)            change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)           attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)           do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3         Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4         Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5         Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

8

use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6         Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7         Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8         Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by Section 17005(d) of the Act; provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII
DISSOLUTION OF THE COMPANY AND
TERMINATION OF A MEMBER’S INTEREST

7.1         Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2         Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3         Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)           the Member shall oversee the winding up of the Company’s affairs;

(b)           the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)     the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)            to the expenses of liquidation;

(ii)           to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)          to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)          the balance, if any, to the Member.

ARTICLE VIII
EXCULPATION AND DUTIES

8.1             Duties.

(a)     Standard of Care.

(i)                 The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)                Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by Section 17005(d) of the Act, the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only

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to the extent that officers of the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non- Competition Agreement.

(iii)         Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of California or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)           To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)           A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2         Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX
MISCELLANEOUS PROVISIONS

9.1         Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that

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is not a Business Day; four Business Days after being deposited in the United States mail, postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2          Ownership Certificates; Legend.

(a)           The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)           Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the “CAUCC”) (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the CAUCC, such provision of Article 8 of the CAUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in Sonoma Land Acquisition Company, LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the “CAUCC”) (including Section 81 02(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)           The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)            makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)           requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)          if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)          satisfies any other reasonable requirements imposed by the Company.

(d)           Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3         Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4         Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5         Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6         Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7         Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of California without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8         Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9         Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10 Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11 No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12 Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT
SONOMA LAND ACQUISITION COMPANY, LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                          ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units: Certificate Number:                 

CERTIFICATE OF MEMBER’S INTEREST

Sonoma Land Acquisition Company, LLC, a California limited liability company (the “Company”), hereby certifies that                                          (the “Holder”) is the registered owner of [             ] percent of the member’s interests in the Company (the “Interests”).  The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                      , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this      day of                      , 20    .

SONOMA LAND ACQUISITION COMPANY, LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN SONOMA LAND ACQUISITION COMPANY, LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF CALIFORNIA (INCLUDING SECTION 8102(A)(15)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

EX-3.106

Exhibit 3.106

State of California Bill Jones Secretary of State LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION A $70.00 filling fee must accompany this form. IMPORTANT – Read Instructions before completing this form. File# 200006610109 FILED In the office of the Secretary of State of the State of California MAR - 3 2000 BILL JONES, Secretary of State This Space For Filing Use Only 1 Name of the limited liability company (end the name with the words “Limited Liability Company,” “ Ltd. Liability Co.,” or the abbreviations “LLC” or “L.L.C.”) STATION CALIFORNIA, LLC 2. The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the Beverly-Killea limited liability company act. 3. Name the agent for service of process and check the appropriate provision below: C T Corporation System which is an individual residing in California. Proceed to item 4. a corporation which has filed a certificate pursuant to section 1505. Proceed to item 5. 4. If an individual, California address of the agent for service of process: Address: City: State: CA Zip Code: 5. The limited liability company will be managed by: (check one) one manager more than one manager single member limited liability company all limited liability company members 6. Other matters to be included in this certificate may be set forth on separate attached pages and are made a part of this certificate. Other matters may include the latest date on which the limited liability company is to dissolve. 7. Number of pages attached, if any: 0 8. Type of business of the limited liability company. (For informational purposes only) Management and operation of gaming facilities and related activities 9. DECLARATION: It is hereby declared that I am the person who executed this instrument, which execution is my act and deed. Signature of Organizer Scott M Nielson Type or Print Name of Organizer Date 10. RETURN TO: NAME Scott M Nielson FIRM Station Casinos, Inc. ADDRESS 2411 W. Sahara Avenue CITY/STATE Las Vegas, Nevada 89102 ZIP CODE SEC/STATE (REV. 12/99) FORM LLC-1 — FILING FEE $70.00 Approved by Secretary of State CA 076 - 1/17/2000 CT System Online.

		I hereby certify that the foregoing transcript of 1 page(s) is a full, true and correct copy of the original record in the custody of the California Secretary of State’s office,
Date:	FEB 01 2013
	/s/ DEBRA BOWEN
	DEBRA BOWEN, Secretary of State

EX-3.107

Exhibit 3.107

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

STATION CALIFORNIA, LLC

a California limited liability company

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Station California, LLC, a California limited liability company (the “Company”), is made, adopted and entered into as of September 26, 2012 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

RECITALS

A.The Articles (as defined below) were filed in the Office of the Secretary of State of California on March 3, 2000;

B.The Member entered into an operating agreement on March 3, 2000 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means the Beverly-Killea Limited Liability Company Act.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the California Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“CAUCC” shall have the meaning set forth in Section 9.2(b).

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of June 16, 2011, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

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“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in Section 17058 of the Act, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

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“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a California limited liability company under the laws of the State of California. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “Station California, LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

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2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of California the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

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(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by Section 17005(d) of the Act; provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a) the Member shall oversee the winding up of the Company’s affairs;

(b) the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)      the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)            to the expenses of liquidation;

(ii)           to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)          to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)          the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1          Duties.

(a)      Standard of Care.

(i)            The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)           Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by Section 17005(d) of the Act, the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only

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to the extent that officers of the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)          Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of California or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)      To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)      A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2          Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1          Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that

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is not a Business Day; four Business Days after being deposited in the United States mail, postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2          Ownership Certificates; Legend.

(a)      The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)      Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the “CAUCC”) (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the CAUCC, such provision of Article 8 of the CAUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in Station California, LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the "CAUCC") (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)      The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)            makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)           requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)          if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)          satisfies any other reasonable requirements imposed by the Company.

(d)      Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3          Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4          Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5          Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6          Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7          Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of California without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8          Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9          Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

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invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10        Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11        No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12        Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

[Signature Page to Station California LLC A&R Operating Agreement]

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF JUNE 16, 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:                       Certificate Number:                  

CERTIFICATE OF MEMBER’S INTEREST

Station California, LLC, a California limited liability company (the “Company”), hereby certifies that                                                         (the “Holder”) is the registered owner of [         ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of the Company dated as of September       , 2012, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this        day of                       , 20  .

STATION CALIFORNIA, LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN STATION CALIFORNIA, LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF CALIFORNIA (INCLUDING SECTION 8102(A)(15)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

EX-3.108

Exhibit 3.108

State of California Bill Jones Secretary of State LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION A $70.00 filing fee must accompany this form. IMPORTANT — Read instructions before completing this form. 200228110043 File# FILED In the Office of the Secretary of State of the State of California OCT - 7 2002 BILL JONES, Secretary of State This Space For Filing Use Only 1. Name of the limited liability company (end the name with the words “Limited Liability Company,” “ Ltd. Liability Co.,” or the abbreviations “LLC” or “L.L.C.”) Station Development, LLC 2. The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the Beverly-Killea limited liability company act. 3. Name the agent for service of process and check the appropriate provision below: CT Corporation System which is [ ] an individual residing in California. Proceed to item 4. [X] a corporation which has filed a certificate pursuant to section 1505. Proceed to item 5. 4. If an Individual, California address of the agent for service of process: Address: City: State: CA Zip Code: 5. The limited liability company will be managed by: (check one) [ ] one manager [ ] more than one manager [X] single member limited liability company [ ] all limited liability company members 6. Other matters to be included in this certificate may be set forth on separate attached pages and are made a part of this certificate. Other matters may include the latest date on which the limited liability company is to dissolve. 7. Number of pages attached, if any: 0 8. Type of business of the limited liability company. (For informational purposes only) Development of gaming facilities and related activities 9. DECLARATION: It is hereby declared that I am the person who executed this instrument, which execution is my act and deed. Christie L. Gomez, Organizer Signature of Organizer Type or Print Name of Organizer October 4, 2002 Data 10. RETURN TO: NAME FIRM ADDRESS CITY/STATE ZIP CODE SEC/STATE (REV. 12/99) FORM LLC-1 — FILING FEE $70.00 Approved by Secretary of State

I hereby certify that the foregoing transcript of page(s) is a full, true and correct copy of the original record in the custody of the Californiwa Secretary of State’s office. FEB 01 2013 Date: DEBRA BOWEN, Secretary of State

EX-3.109

Exhibit 3.109

AMENDED AND RESTATED OPERATING AGREEMENT

OF

STATION DEVELOPMENT, LLC

a California limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of Station Development, LLC, a California limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by NP Opco LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

RECITALS

A.The Articles (as defined below) were filed in the Office of the Secretary of State of California on October 7, 2002;

B.The Member entered into an operating agreement on October 7, 2002 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means the Beverly-Killea Limited Liability Company Act.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the California Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“CAUCC” shall have the meaning set forth in Section 9.2(b).

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

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“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in Section 17058 of the Act, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

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“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a California limited liability company under the laws of the State of California. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “Station Development, LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion

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Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of California the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural

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persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

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ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other

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Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the

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use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by Section 17005(d) of the Act; provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a) the Member shall oversee the winding up of the Company’s affairs;

(b) the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

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(c)the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)to the expenses of liquidation;

(ii)to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1Duties.

(a)Standard of Care.

(i)The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by Section 17005(d) of the Act, the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only

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to the extent that officers of the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of California or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that

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is not a Business Day; four Business Days after being deposited in the United States mail, postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2Ownership Certificates; Legend.

(a)The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the “CAUCC”) (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the CAUCC, such provision of Article 8 of the CAUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in Station California, LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of California (the "CAUCC") (including Section 8102(a)(15), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Company.

(d)Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of California without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
NP Opco LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

STATION DEVELOPMENT, LLC

SCHEDULE I

Member’s Name:	NP Opco LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [          ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:                       Certificate Number:                  

CERTIFICATE OF MEMBER’S INTEREST

Station California, LLC, a California limited liability company (the “Company”), hereby certifies that                                                         (the “Holder”) is the registered owner of [         ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                      , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this        day of                       , 20  .

STATION DEVELOPMENT, LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN STATION DEVELOPMENT, LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF CALIFORNIA (INCLUDING SECTION 8102(A)(15)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

EX-3.110

Exhibit 3.110

STATE OF NEVADA

ROSS MILLER Secretary of State		SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings
	OFFICE OF THE SECRETARY OF STATE

Certified Copy

January 30, 2013

Job Number:	C20130130-0369
Reference Number:	00003797470-87
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20100948057-86	Articles of Organization	2 Pages/1 Copies

	Respectfully,
	/s/ Ross Miller
	ROSS MILLER Secretary of State
Certified By: Joann Larson Certificate Number: C20130130-0369 You may verify this certificate online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) USE BLACK INK ONLY-DO NOT HIGHLIGHT Filed in the office of Document Number 20100948057-86 Filing Date and Time Ross Miller 12/22/2010 1:50 PM Secretary of State Entity Number State of Nevada E0615692010-0 ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Limited-Liability Company: (must contain approved limited-liability company wording: see instructions) Station GVR Acquisition, LLC Check box if a Series Limited-Liability Company Check box if a Restricted Limited- Liability Company 2. Registered Agent for Service of Process: (check only one box) Comrnercial Registered Agent: Name Noncommercial Registered Agent (name and address below) OR Office or Position with Entity (name and address below) Marc Falcone Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 10801 West Charleston Boulevard, Suite 600 Las Vegas Nevada 89135 Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code 3. Dissolution Date: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual): 4. Management: (required) Company shall be managed by: Manager(s) OR (check only one box) Member(s) 5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3) 1) GVR Holdco 1 LLC Name 10801 West Charleston Boulevard, Suite 600 Las Vegas NV 89135 Street Address City State Zip Code 2) Name Street Address City State Zip Code 3) Name Street Address City State Zip Code 6. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer) Mary Hood Name Organizer Signature 601 S. Figueroa Street, 30th Floor Los Angeles CA 90017 Address City State Zip Code 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept, appointment as Registered Agent for the above named Entity. Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity December 20, 2010 Date This form must be accompanied by appropriate fees. Nevada Secretary of State NRS 86 DLLC Articles Revised: 9-9-10

ATTACHMENT TO ARTICLES OF ORGANIZATION
OF
STATION GVR ACQUISITION, LLC

The Articles of Organization of Station GVR Acquisition, LLC (the “Company”) consist of the articles set forth on the preceding page and the additional article set forth on this Attachment as follows:

8.Compliance with Gaming Laws.

(a)The purposes of and business to be conducted by the Company, in addition to those purposes set forth in the Company’s Operating Agreement, are to own, operate, manage and conduct gaming in a hotel/casino in Clark County, Nevada. Subject to the Company’s Operating Agreement, the Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

(b)The purported sale, assignment, transfer, pledge, exercise of an option to purchase or other disposition of any interest in the Company is ineffective unless and until approved by the Nevada Gaming Commission (the “Commission”). if at any time the Commission finds that a member of the Company is unsuitable to hold an interest in the Company, the Commission shall immediately notify the Company of that fact and the Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company or such member shall dispose of such interest as provided by the gaming laws and regulations of the State of Nevada. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to applicable law, it is unlawful for the unsuitable member: (i) to receive any dividend or interest or any payment or distribution of any kind, including any share of the distribution of profits or cash or any other property of, or payments upon dissolution of the Company, other than a return of capital; (ii) to exercise directly or through a proxy, trustee or nominee, any voting right conferred by such interest; (iii) to participate in the management of the business and affairs of the Company; or (iv) to receive any remuneration in any form from the. Company or from any company holding a gaming license, for services rendered or otherwise. Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

(c)Notwithstanding anything to the contrary expressed or implied in these Articles of Organization, to the extent permitted by applicable gaming laws and the Nevada gaming authorities, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem, or the unsuitable member shall dispose of its member’s interest in the Company, on the terms, if any, provided in the Company’s Operating Agreement.

EX-3.111

Exhibit 3.111

AMENDED AND RESTATED OPERATING AGREEMENT

OF

STATION GVR ACQUISITION, LLC

a Nevada limited liability company

This Amended and Restated Operating Agreement (this “Agreement”) of Station GVR Acquisition, LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into as of June 16, 2011 (the “Effective Date”), by GVR Holdco 1 LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

RECITALS

A.The Articles (as defined below) were filed in the Office of the Secretary of State of Nevada on December 22, 2010;

B.The Member entered into an operating agreement on December 22, 2010 (the “Original Agreement”); and

C.The Member desires to amend and restate the Original Agreement on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

NOW, THEREFORE, the Member hereby agrees to and adopts the following:

ARTICLE I

DEFINITIONS

1.1Defined Terms. The capitalized terms used in this Agreement shall have the following meanings:

“AAA” has the meaning set forth in Section 9.12.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

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“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Las Vegas, Nevada or New York, New York.

“Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

“Code” means the Internal Revenue Code of 1986 or any corresponding United States federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“Company” has the meaning set forth in the preamble hereto.

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the preamble hereto.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Entertainment” means Fertitta Entertainment LLC, a Delaware limited liability company.

“Gaming Authority” has the meaning set forth in the Equityholders Agreement.

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“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Gaming License” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest” means the Member’s interest (as defined in the Act) and entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits and to the capital and profits of the Company, to which the Member may be entitled as provided under the Act and this Agreement.

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” has the meaning set forth in the preamble hereto. As of the Effective Date, the Member’s name, address and percentage ownership interest are as set forth on Schedule I attached hereto.

“Membership Certificate” shall have the meaning set forth in Section 9.2(a).

“New Propco” means Station Casinos LLC, a Nevada limited liability company.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Opportunity” has the meaning set forth in Section 8.1(a).

“NRS” means the Nevada Revised Statutes.

“NVUCC” shall have the meaning set forth in Section 9.2(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code. If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner,” the term “Company” shall be substituted in the Regulations for the term “partnership,” and other similar

3

conforming changes shall be deemed to have been made for purposes of applying the Regulations.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Tax Sharing Agreement” means the Tax Sharing Agreement, dated as of the date hereof, by and among New Propco and Station GVR Acquisition, LLC.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

1.2Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

ARTICLE II

INTRODUCTORY MATTERS

2.1Formation. Pursuant to the Act, the Company has been formed as a Nevada limited liability company under the laws of the State of Nevada. To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company is “Station GVR Acquisition, LLC” and, subject to the restrictions set forth in the Equityholders Agreement, the business and affairs of

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the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3Records Office. The Company shall continuously maintain in the State of Nevada a Records Office. As of the Effective Date, the Records Office is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5Registered Agent and Registered Office. The registered agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time. The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

2.6Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including the operation, management and conduct of gaming, and engaging in any and all activities necessary or incidental to the foregoing.

2.7Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(c)acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, mortgage, transfer, exchange, demolish or dispose of any real or personal property;

(d)enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(e)negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including, without limitation, contracts with the Member or any Affiliate of the Member;

5

(f)purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, member’s interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g)lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(h)sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(i)appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(j)indemnify any Person and obtain any and all types of insurance;

(k)cease its activities and cancel its insurance;

(l)pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

(m)apply for, obtain and maintain any licenses, permits, approvals, authorizations, exemptions and waivers from any Gaming Authority as may be necessary under applicable Gaming Laws for the conduct of its business and operations; and

(n)make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

ARTICLE III

INTEREST; CAPITAL CONTRIBUTIONS

The Member has made or will make an initial capital contribution, as reflected on the books of the Company, in exchange for a 100% Interest. The Member shall make such additional Capital Contributions to the Company at such times and in such amounts as the Member shall determine in its sole discretion.

ARTICLE IV

PROFITS AND LOSSES

4.1Profits and Losses. The Company’s profits and losses for any period shall be allocated to the Member.

4.2Tax Classification. It is intended that the Company be disregarded as an entity separate from the Member for federal and all relevant state and local income tax purposes, as

6

provided for by Regulations Section 301.7701-3, and comparable provisions of applicable state tax law.

ARTICLE V

DISTRIBUTIONS

5.1Operating Distributions. Subject to Section 5.2, the Company shall (a) from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member and (b) make all distributions required by the Tax Sharing Agreement.

5.2Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

ARTICLE VI

MEMBERSHIP

6.1Limitation of Liability. The Member shall not be individually liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except to the extent required by law or in an agreement signed by the Member. The Member shall not be required to loan any funds to the Company, nor shall the Member be required to make any contribution to the Company except as provided herein, nor shall the Member be subject to any liability to the Company or any third party, as a result of any deficit of the Company. However, nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company.

6.2Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to:

(a)enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation;

(b)select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation;

7

(c)employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds;

(d)borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests;

(e)invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;

(f)change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company;

(g)attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and

(h)do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.

6.3Action of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the actions of the Member, taken in such capacity, shall bind the Company. Subject to the terms of the Equityholders Agreement, except as expressly delegated to an officer or other Person, the Member shall be the sole Person with the power to bind the Company. Unless otherwise required by this Agreement or by law, the Member may take action or give its consent in writing or by oral or electronic communication, and no action need be taken at a formal meeting.

6.4Appointment and Term of Officers; Agents and Employees. Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Member may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Member; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement. The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement. Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Member.

6.5Execution of Documents by Officers. Unless otherwise required by law or authorized or directed by the Member, all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Company, all deeds, mortgages, proxies, powers of

8

attorney and other written contracts, documents, instruments and agreements to which the Company shall be a party, and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Company may be signed in the name of the Company by any officer of the Company elected pursuant to Section 6.4. The Member may authorize the use of the facsimile signatures of any officer. Any officer of the Company shall be authorized to attend, act at and vote at any meeting of the owners of any entity in which the Company may own an interest or to sign, on behalf of the Company, a written consent in lieu thereof. Such officer at any such meeting or by such written action shall possess and may exercise on behalf of the Company any and all rights and powers incident to the ownership of such interest.

6.6Transfer of Interest. The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

6.7Other Ventures. The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

6.8Standard of Care. Any duties (including fiduciary duties) that the Member would otherwise owe in its capacity as Member to the Company are expressly eliminated and disclaimed by the Company and the Member to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VII

DISSOLUTION OF THE COMPANY AND

TERMINATION OF A MEMBER’S INTEREST

7.1Dissolution. The Company shall be dissolved and its affairs wound up as determined by the Member.

7.2Resignation. Subject to applicable Gaming Laws, the Member may not resign from the Company before the dissolution and winding up of the Company.

7.3Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)      the Member shall oversee the winding up of the Company’s affairs;

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(b)      the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and

(c)      the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(i)            to the expenses of liquidation;

(ii)           to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;

(iii)          to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and

(iv)          the balance, if any, to the Member.

ARTICLE VIII

EXCULPATION AND DUTIES

8.1          Duties.

(a)      Standard of Care.

(i)            The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or such creditors, or (C) for any transaction from which such officer derived any improper personal benefit. In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)           Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Member hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or

10

acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or the Member in respect of any Opportunity; provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Member are renouncing Opportunities only to the extent that officers of the Company who are Affiliates of Fertitta Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)          Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.1(a), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.1(a).

(b)      To the fullest extent permitted by the Act and other applicable law, a Covered Person acting under this Agreement shall not be liable to the Company, the Member or any other Person that is a party to or otherwise bound by this Agreement for such Covered Person’s good faith reliance on the provisions of this Agreement, or for any act or omission constituting a breach of contract or breach of duties, other than an act or omission that constitutes a breach of the duties set forth in subsection (a) above.

(c)      A Covered Person is fully protected by relying in good faith upon the records of the Company and upon such information, opinions, reports, books of account or statements presented to the Company by any Person reasonably believed by the Covered Person to be reliable and as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, books of account or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

8.2          Amendment. The provisions of this Article VIII relating to exculpation shall constitute a contract between the Company and each Covered Person that may be modified as to any Covered Person only with that Covered Person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision hereof relating to the amendment of this Agreement generally, any repeal or amendment of this Article VIII that is adverse to any Covered Person shall apply to such Covered Person only on a prospective basis, and shall not limit the rights of such Covered Person to exculpation with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1          Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, electronic transmission, overnight courier service or facsimile to the address or facsimile number set forth below such Member’s name on the signature page hereto, but the Member may designate a

11

different address, or facsimile number by a notice similarly given to the Company. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail, postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

9.2          Ownership Certificates; Legend.

(a)      The Company shall have member’s interests evidenced by a certificate in the form attached as Annex I (a “Membership Certificate”). The Company shall issue to the Member a Membership Certificate to evidence its member’s interest. Such Membership Certificate shall be signed by an officer of the Company, which signature may be a facsimile thereof. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(b)      Each member’s interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling. Each Membership Certificate evidencing an interest in the Company shall bear the following legend:

“This Certificate evidences a member’s interest in Station GVR Acquistion, LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

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No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(c)      The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the member’s interests in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)            makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)           requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)          if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)          satisfies any other reasonable requirements imposed by the Company.

(d)      Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, the Member shall be permitted to pledge or hypothecate any or all of its Interests to any lender to the Company (or any lender to any affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to all applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 9.2. This Section 9.2 may not be amended or modified so long as any of the Interests is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

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9.3          Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Member shall deem reasonable, on behalf of such Persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company.

9.4          Complete Agreement. This Agreement, including any schedules or exhibits hereto, together with the Articles and the Equityholders Agreement, constitutes the complete and exclusive agreement and understanding of the Member with respect to the subject matter contained herein. This Agreement and the Articles replace and supersede all prior agreements, negotiations, statements, memoranda and understandings, whether written or oral, of the Member, except that this Agreement is subject to the provisions set forth in the Equityholders Agreement.

9.5          Amendments. This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement. In addition, Section 8.1(a)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

9.6          Compliance with Equityholders Agreement. Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement and the Company (and the Member with respect to the Company) shall comply with the terms of the Equityholders Agreement. Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Member or the Company or the officers or employees of the Member or the Company with respect to any Major Action (as such term is defined in the Equityholders Agreement) unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with. Except as expressly provided in Section 9.2(d), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

9.7          Applicable Law. This Agreement, and the rights and obligations of the Member, shall be interpreted and enforced in accordance with and governed by the laws of the State of Nevada without regard to the conflict of laws principles of that State; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

9.8          Counterparts and Facsimile Copies. Facsimile copies of this Agreement and counterparts thereof or of any approval or written consent of the Member, and facsimile signatures hereon or thereon, shall have the same force and effect as originals.

9.9          Severability. If any provision of this Agreement, or any application thereof, is held by a court of competent jurisdiction to be invalid, void, illegal or unenforceable to any extent, that provision, or application thereof, shall be deemed severable and the remainder of this Agreement, and all other applications of such provision, shall not be affected, impaired or

14

invalidated thereby, and shall continue in full force and effect to the fullest extent permitted by law.

9.10        Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.

9.11        No Third-Party Beneficiaries. Except as set forth in Article VIII and Section 9.2(b), this Agreement is adopted solely by and for the benefit of the Member and its respective successors and assigns, and no other Person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

9.12        Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the AAA arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature appears on the following page.]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the Effective Date.

“MEMBER”
GVR Holdco 1 LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President

AMENDED AND RESTATED OPERATING AGREEMENT

STATION GVR ACQUISITION, LLC

SCHEDULE I

Member’s Name:	GVR Holdco 1 LLC
Member’s Address:	1505 South Pavilion Center Drive
	Las Vegas, Nevada 89135
Member’s Interest:	100%

ANNEX I

Form of Certificate

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AGREEMENTS, TRANSFER RESTRICTIONS AND OTHER TERMS CONTAINED IN AN EQUITYHOLDERS AGREEMENT, DATED AS OF [                   ], 2011 (AS AMENDED FROM TIME TO TIME), AMONG THE COMPANY, CERTAIN OF ITS AFFILIATES AND CERTAIN HOLDERS OF UNITS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Number of Units:                       Certificate Number:                  

CERTIFICATE OF MEMBER’S INTEREST

Station GVR Acquisition, LLC, a Nevada limited liability company (the “Company”), hereby certifies that                                                         (the “Holder”) is the registered owner of [         ] percent of the member’s interests in the Company (the “Interests”). The rights, powers, preferences, restrictions and limitations of the Interests are set forth in, and this Certificate and the Interests represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated as of                        , 2011, as the same may be amended or modified from time to time (the “Operating Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Operating Agreement. The Company will furnish a copy of the Operating Agreement to the Holder without charge upon written request to the Company at its principal place of business.

The member’s interests represented by this Certificate are transferable only on the books of the Company by the holder hereof in person or by power of attorney upon surrender of this Certificate properly endorsed.

This Certificate shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed and signed this        day of                       , 20  .

STATION GVR ACQUISITION, LLC

By:
	Name:
	Title:

THIS CERTIFICATE EVIDENCES A MEMBER’S INTEREST IN STATION GVR ACQUISITION, LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEVADA (INCLUDING NEVADA REVISED STATUTES 104.8102(1)(N)), AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.

THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR EXERCISE OF ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF AN INTEREST IN THIS LIMITED LIABILITY COMPANY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION (THE "COMMISSION"). IF AT ANY TIME THE COMMISSION FINDS THAT A MEMBER IS UNSUITABLE TO HOLD AN INTEREST IN THIS COMPANY, SUCH OWNER MUST DISPOSE OF SUCH INTEREST AS PROVIDED BY THE GAMING LAWS OF THE STATE OF NEVADA AND THE REGULATIONS PROMULGATED THEREUNDER, OR, IF THE COMMISSION CONSENTS, IN ACCORDANCE WITH THE COMPANY'S ARTICLES OR OPERATING AGREEMENT. BEGINNING ON THE DATE WHEN THE COMMISSION SERVES NOTICE OR A DETERMINATION OF UNSUITABILITY PURSUANT TO APPLICABLE LAW, IT IS UNLAWFUL FOR THE UNSUITABLE MEMBER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND, INCLUDING OF ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY, OR PAYMENTS UPON DISSOLUTION, FROM THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY THE MEMBER'S INTEREST IN THE COMPANY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY OR FROM ANY COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.

EX-5.1

Exhibit 5.1

Milbank, Tweed, Hadley & McCloy LLP

1 Chase Manhattan Plaza

New York, NY 10005

May 31, 2013

Station Casinos LLC

1505 South Pavilion Center Drive

Las Vegas, NV 89135

Ladies and Gentlemen:

We have acted as securities counsel to Station Casinos LLC (the “Company”), each of the Company’s Nevada subsidiaries listed on Schedule I hereto (the “Nevada Guarantors”) and each of the Company’s California subsidiaries listed on Schedule II hereto (the “California Guarantors” and along with the Nevada Guarantors, the “Guarantors”) in connection with the filing of a registration statement under the Securities Act of 1933, as amended (the “Act”), on Form S-1 with the Securities and Exchange Commission (the “Market Maker Prospectus”), for the purpose of providing “market-making” services for the Company’s outstanding $500,000,000 in aggregate principal amount of 7.50% Senior Notes due 2021 (the “Notes”) and the related guarantees of the Notes (the “Guarantees”) by the Guarantors, issued pursuant to the (i) the Indenture, dated as of March 1, 2013 (the “Indenture”), among the Company, the Guarantors and Wells Fargo, National Association, as trustee (the “Trustee”).

In rendering the opinions expressed below, we have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certificates of officers and representatives of the Company and the Guarantors and public officials, statements contained in the Market Maker Prospectus and other documents as we have deemed necessary as a basis for such opinions.

Based upon and subject to the foregoing and subject also to the comments and qualifications set forth below, and having considered such questions of law as we have deemed necessary as a basis for the opinions expressed below, we are of the opinion that:

1. Each of the California Guarantors is validly existing as a limited liability company and has the limited liability company power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Market Maker Prospectus.  Each of the California Guarantors has duly authorized the execution and delivery of the Indenture, the Notes and the Guarantees.

2. The Notes constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the qualification that enforceability of the obligations of the Company thereunder may be limited by (i) bankruptcy, fraudulent conveyance or transfer, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and (ii) the application of general principles of equity (regardless of whether considered in a proceeding at law or in equity) including, without limitation, (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of good faith, reasonableness, fair dealing and materiality.

3. The Guarantees constitute valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to the qualification that (i) enforceability of the obligations of each of the Guarantors thereunder may be limited by (x) bankruptcy, fraudulent conveyance or transfer, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and (y) the application of general principles of equity (regardless of whether considered in a proceeding at law or in equity) including, without limitation, (a) the possible

unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of good faith, reasonableness, fair dealing and materiality, and (ii) the waiver of defenses by the Guarantors in such guarantees may be limited by principles of public policy in New York.

We express no opinion as to (i) the applicability to the obligations of any Guarantor under the applicable Guarantee of such Guarantor of (or the enforceability of such obligations under) Section 548 of Chapter 11 of Title 11 of the United States Code, as amended, Article 10 of the New York Debtor and Creditor Law, as amended, or any other provision of law relating to fraudulent conveyances, transfers or obligations or (ii) any provisions of the law of the jurisdiction of incorporation of any Guarantor restricting dividends, loans or other distributions by a corporation or other business entity or association for the benefit of its stockholders or similar persons.

To the extent that the obligations of the Company and the Guarantors under the Notes, the Guarantees and the Indenture, as applicable, may be dependent upon such matters, we have assumed for purposes of this opinion that (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) the Trustee has been duly qualified to engage in the activities contemplated by the Indenture; (iii) except in each case to the extent specifically set forth above with respect to the California Guarantors, (a) each party to the Indenture, the Notes and the Guarantees (collectively, the “Transaction Documents”) is duly organized and validly existing under the laws of the jurisdiction of its organization and has full power and authority (corporate or other) to execute, deliver and perform its obligations under the Transaction Documents; (b) the Transaction Documents have been duly authorized by all necessary action on the part of the parties thereto; and (c) the Transaction Documents have been duly executed and delivered by such parties,(iv) the Indenture constitutes a legal, valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms; (v) the Trustee is in compliance generally and with respect to acting as Trustee under the Indenture, with all applicable laws and regulations; and (vi) the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

In connection with the foregoing opinions, we have also assumed that at the time of the issuance and delivery of the Notes and the Guarantees, there will not have occurred any change in law affecting the validity, legally binding character or enforceability of the Notes or the Guarantees and that the issuance and delivery of the Notes and the Guarantees, all of the terms of the Notes and the Guarantees and the performance by the Company and the Guarantors of their respective obligations thereunder will comply with applicable law and with each requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or any of the Guarantors and will not result in a default under or a breach of any agreement or instrument then binding upon the Company or any of the Guarantors.

The foregoing opinions are limited to matters involving the laws of the State of New York and State of California, and we do not express any opinion as to the laws of any other jurisdiction including, without limitation, the laws of Nevada.

We hereby consent to the filing of this opinion as an exhibit to the Market Maker Prospectus and to the reference to us under the heading “Legal Matters” in the Market Maker Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

This opinion is furnished to you in connection with the filing of the Market Maker Prospectus, and is not to be used, circulated, quoted or otherwise relied on for any other purpose. The opinions set forth in this letter are effective as of the date hereof. We express no opinions other than as herein expressly set forth, and no expansion of our opinions may be made by implication or otherwise. We do not undertake to advise you of any matter within the scope of this letter which comes to our attention after the delivery of this letter, and we disclaim any responsibility to advise you of future changes in law or fact which may affect the above opinions.

Very truly yours,

/s/ Milbank, Tweed, Hadley & McCloy LLP

Schedule I

The Nevada Guarantors

NP Boulder LLC

NP Palace LLC

NP Red Rock LLC

NP Sunset LLC

NP Development LLC

NP Losee Elkhorn Holdings LLC

NP IP Holdings LLC

NP Opco Holdings

NP Opco LLC

NP Centerline Holdings LLC

NP Durango LLC

NP FH Excess LLC

NP Hanger Leaseco LLC

NP Horizon Park LLC

NP Inspirada LLC

NP Mt. Rose LLC

NP Northern NV Acquisitions LLC

NP Past Enterprises LLC

NP Reno Convention Center LLC

NP ROTMA LLC

NP Steamboat LLC

NP Sunset Lindell LLC

NP Town Center LLC

NP Green Valley LLC

NP Fiesta LLC

NP Gold Rush LLC

NP Lake Mead LLC

NP LML LLC

NP Magic Star LLC

NP Rancho LLC

NP River Central LLC

NP Santa Fe LLC

NP Texas LLC

SC Michigan, LLC

Station GVR Acquisition, LLC

SC Rancho Development, LLC

SC SP Holdco LLC

SC SP 1 LLC

SC SP 2 LLC

SC SP 3 LLC

SC SP 4 LLC

SC SP 5 LLC

Schedule II

The California Guarantors

NP Fresno Land Acquisitions LLC

NP Auburn Development LLC

NP Sonoma Land Holdings LLC

SC Madera Development, LLC

SC Madera Management, LLC

SC Sonoma Development, LLC

SC Sonoma Management, LLC

SC Butte Development, LLC

SC Butte Management, LLC

Sonoma Land Acquisition Company, LLC

Station California, LLC

Station Development, LLC

EX-5.2

Exhibit 5.2

May 31, 2013

Station Casinos LLC

1505 South Pavilion Center Drive

Las Vegas, NV 89135

Ladies and Gentlemen:

We have acted as special Nevada counsel to Station Casinos LLC, a Nevada limited liability company (the “Company”), and each of the Nevada limited liability companies listed on Schedule I hereto (the “Nevada Guarantors” and, together with the Company, the “Nevada Companies”), in connection with the filing by the Company of a registration statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the registration of up to $500,000,000 in aggregate principal amount of the Company’s 7.50% Senior Notes due 2021 (the “Notes”) and the related guarantees of such Notes (the “Guarantees”) issued pursuant to that certain Indenture, dated as of March 1, 2013 (the “Indenture”), by and among the Company, the guarantors named therein (including the Nevada Guarantors, the “Guarantors”) and Wells Fargo Bank, National Association, as trustee.

In our capacity as such counsel, we are familiar with the proceedings taken and proposed to be taken by the Nevada Companies in connection with the authorization and issuance of the Notes and the Guarantees, all as referenced in the Registration Statement.  For purposes of this opinion letter, and except to the extent set forth in the opinions expressed below, we have assumed all such proceedings have been or will be timely completed in the manner presently proposed and the terms of such issuance will be in compliance with applicable laws.

We have examined originals or copies certified or otherwise identified to our satisfaction as being true copies of the Registration Statement, the Indenture, the form of the Notes, the articles of organization and operating agreements of each of the Nevada Companies, the resolutions of the board of managers, sole member or ultimate sole member, as applicable, of each of the Nevada Companies with respect to the Notes and the Guarantees, good standing certificates dated as of a recent date with respect to each of the Nevada Companies, and such other documents, agreements, instruments and limited liability company records as we have deemed necessary or appropriate for the purpose of issuing this opinion letter.  We have obtained from officers and other representatives and agents of the Nevada Companies and from public officials, and have relied upon, such certificates, representations and assurances as we have deemed necessary and appropriate for the purpose of issuing this opinion letter.

Without limiting the generality of the foregoing, we have, with your permission, assumed without independent verification that (i) the obligations of each party set forth in the documents we have reviewed are its valid and binding obligations, enforceable against such party in accordance with their respective terms; (ii) the statements of fact and representations and warranties set forth in the documents we reviewed are true and correct as to factual matters; (iii) each natural person executing a document has sufficient legal capacity to do so; (iv) all documents submitted to us as originals are authentic, the signatures on all documents that we examined are genuine, and all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies conform to the original documents; and (v) all limited liability

100 North City Parkway, Suite 1600

Las Vegas, NV 89106-4614

main 702.382.2101

Brownstein Hyatt Farber Schreck, LLP

company records made available to us by the Nevada Companies, and all public records we have reviewed, are accurate and complete.

We are qualified to practice law in the State of Nevada.  The opinions set forth herein are expressly limited to and based exclusively on the general corporate laws of the State of Nevada, and we do not purport to be experts on, or to express any opinion with respect to the applicability or effect of, the laws of any other jurisdiction.  We express no opinion herein concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities or bankruptcy laws, rules or regulations, any state securities or “blue sky” laws, rules or regulations or any state laws regarding fraudulent transfers.

Based upon the foregoing and in reliance thereon, and subject to the qualifications, limitations, exceptions, restrictions and assumptions set forth herein, we are of the opinion that:

1.             Each of the Nevada Companies is validly existing as a limited liability company and in good standing under the laws of the State of Nevada.

2.             Each of the Nevada Companies has the limited liability company power and authority to execute, deliver and perform its obligations under the Indenture, including the Notes and the Guarantees, as applicable.

3.             Each of the Nevada Companies has duly authorized the execution and delivery of the Indenture, and the performance of its obligations thereunder, including the Notes and the Guarantees, as applicable.

The opinions contained herein are subject to the effect of bankruptcy, insolvency, reorganization, moratorium, anti-deficiency, and other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally, the federal Bankruptcy Code, the Uniform Fraudulent Transfer Act (as codified in NRS Chapter 112), and any other laws, rules and regulations relating to fraudulent conveyances and transfers.

The opinions expressed herein are based upon the applicable laws of the State of Nevada and the facts in existence as of the date of this opinion letter.  In delivering this opinion letter to you, we disclaim any obligation to update or supplement the opinions set forth herein or to apprise you of any changes in any laws or facts after such time as the Registration Statement is declared effective.  No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinions set forth herein.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted from or otherwise relied on for any other purpose.

Very truly yours,

/s/ Brownstein Hyatt Farber Schreck, LLP

2

SCHEDULE 1

NEVADA GUARANTORS

NP Boulder LLC

NP Centerline Holdings LLC

NP Development LLC

NP Durango LLC

NP FH Excess LLC

NP Fiesta LLC

NP Gold Rush LLC

NP Green Valley LLC

NP Hanger Leaseco LLC

NP Horizon Park LLC

NP Inspirada LLC

NP IP Holdings LLC

NP Lake Mead LLC

NP LML LLC

NP Losee Elkhorn Holdings LLC

NP Magic Star LLC

NP Mt. Rose LLC

NP Northern NV Acquisitions LLC

NP Opco Holdings LLC

NP Opco LLC

NP Palace LLC

NP Past Enterprises LLC

NP Rancho LLC

NP Red Rock LLC

NP Reno Convention Center LLC

NP River Central LLC

NP ROTMA LLC

NP Santa Fe LLC

NP Steamboat LLC

NP Sunset LLC

NP Sunset Lindell LLC

NP Texas LLC

NP Town Center LLC

SC Michigan, LLC

SC Rancho Development, LLC

SC SP Holdco LLC

SC SP 1 LLC

SC SP 2 LLC

SC SP 3 LLC

SC SP 4 LLC

SC SP 5 LLC

Station GVR Acquisition, LLC

3

EX-12.1

Exhibit 12.1

Station Casinos LLC

Computation of Ratio of Earnings to Fixed Charges

	Successor									Predecessors
	Station Casinos LLC									Station Casinos, Inc.												Green Valley Ranch Gaming, LLC
	Three Months Ended March 31, 2013			Year Ended December 31, 2012			Period From June 17, 2011 Through December 31, 2011			Period From January 1, 2011 Through June 16, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009			Year Ended December 31, 2008			Period From January 1, 2011 Through June 16, 2011		Year Ended December 31, 2010			Year Ended December 31, 2009			Year Ended December 31, 2008
	(in thousands)									(in thousands)
Consolidated pretax (loss) income from continuing operations	$	(142,146	)	$	11,712		$	(20,138	)	$	3,249,550		$	(587,438	)	$	(1,969,386	)	$	(3,649,845	)	$	626,364	$	(91,640	)	$	(17,542	)	$	(23,194	)
Less: (Earnings) losses of equity investees	(519		)	(1,773		)	1,533			16,397			315,204			168,445			30,623			—		—			—			—
Fixed charges (see below)	44,590			197,972			97,155			49,753			122,582			300,714			417,880			20,876		49,103			52,425			56,204
Distributed income from equity investees	291			1,847			794			1,118			2,419			1,897			2,598			—		—			—			—
Less: Capitalized interest	—			(3,721		)	(2,155		)	(2,939		)	(10,078		)	(15,989		)	(27,087		)	—		—			—			—
Earnings	(97,784		)	206,037			77,189			3,313,879			(157,311		)	(1,514,319		)	(3,225,831		)	647,240		(42,537		)	34,883			33,010
Interest expense (a)	43,299			189,505			92,299			43,294			104,582			276,591			379,313			20,582		48,644			51,916			55,032
Capitalized interest	—			3,721			2,155			2,939			10,078			15,989			27,087			—		—			—			—
Estimated interest within rental expense (b)	1,291			4,746			2,701			3,520			7,922			8,134			11,480			294		459			509			1,172
Fixed Charges	44,590			197,972			97,155			49,753			122,582			300,714			417,880			20,876		49,103			52,425			56,204
Ratio of Earnings to Fixed Charges (c)				1.0						66.6												31.0
Excess of fixed charges over earnings	142,374			—			19,966			—			279,893			1,815,033			3,643,711			—		91,640			17,542			23,194

(a)      Interest expense includes amortization of debt discount and debt issuance costs.

(b)      Interest within rental expense is estimated to equal approximately one-third.

(c)      No ratio is shown for periods where earnings were inadequate to cover fixed charges

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-1) and related Prospectus of Station Casinos LLC for the registration of $500 million in aggregate principal amount of 7.50% Senior Notes due 2021 and to the incorporation by reference therein of our report dated March 22, 2013, with respect to the consolidated financial statements of Station Casinos LLC, included in its Annual Report (Form 10-K) for the year ended December 31, 2012, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Las Vegas, Nevada

May 31, 2013

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

oCHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or	(I.R.S. Employer
organization if not a U.S. national	Identification No.)
bank)

101 North Phillips Avenue
Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company
Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

Station Casinos LLC

(Exact name of obligor as specified in its charter)

Nevada	27-3312261
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

1505 South Pavilion Center Drive
Las Vegas, NV	89135
(Address of principal executive offices)	(Zip code)

7.5% Senior Notes Due 2021

(Title of the indenture securities)

Item 1.General Information.  Furnish the following information as to the trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

(b)Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2.Affiliations with Obligor.  If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15.  Foreign Trustee.Not applicable.

Item 16.  List of Exhibits.List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.A copy of the Articles of Association of the trustee now in effect.*

Exhibit 2.A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**

Exhibit 3.See Exhibit 2

Exhibit 4.Copy of By-laws of the trustee as now in effect.***

Exhibit 5.Not applicable.

Exhibit 6.The consent of the trustee required by Section 321(b) of the Act.

Exhibit 7.A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8.Not applicable.

Exhibit 9.Not applicable.

*Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.

**Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles and State of California on the 28th day of May, 2013.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/Michael Tu

Michael Tu

Assistant Vice President

EXHIBIT 6

May 28, 2013

Securities and Exchange Commission

Washington, D.C.  20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/Michael Tu

Michael Tu

Assistant Vice President

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business September 30, 2012, filed in accordance with 12 U.S.C. §161 for National Banks.

	Dollar Amounts
	In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	16,931
Interest-bearing balances	74,188
Securities:
Held-to-maturity securities	0
Available-for-sale securities	204,296
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices	30
Securities purchased under agreements to resell	24,666
Loans and lease financing receivables:
Loans and leases held for sale	31,929
Loans and leases, net of unearned income	728,980
LESS: Allowance for loan and lease losses	14,500
Loans and leases, net of unearned income and allowance	714,480
Trading Assets	40,930
Premises and fixed assets (including capitalized leases)	7,618
Other real estate owned	4,074
Investments in unconsolidated subsidiaries and associated companies	581
Direct and indirect investments in real estate ventures	86
Intangible assets
Goodwill	21,545
Other intangible assets	19,703
Other assets	57,739
Total assets	$	1,218,796
LIABILITIES
Deposits:
In domestic offices	$	876,434
Noninterest-bearing	234,742
Interest-bearing	641,692
In foreign offices, Edge and Agreement subsidiaries, and IBFs	76,676
Noninterest-bearing	2,323
Interest-bearing	74,353
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices	8,985
Securities sold under agreements to repurchase	11,823

	Dollar Amounts
	In Millions
Trading liabilities	23,232
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)	39,783
Subordinated notes and debentures	16,786
Other liabilities	35,449
Total liabilities	$	1,089,168
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	519
Surplus (exclude all surplus related to preferred stock)	99,518
Retained earnings	20,950
Accumulated other comprehensive income	7,541
Other equity capital components	0
Total bank equity capital	128,528
Noncontrolling (minority) interests in consolidated subsidiaries	1,100
Total equity capital	129,628
Total liabilities, and equity capital	$	1,218,796

I, Timothy J. Sloan, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Timothy J. Sloan

EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

John StumpfDirectors

David Hoyt

Carrie Tolstedt