10-12G/A

As filed with the Securities and Exchange Commission on October 28, 2011

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or 12(g) of The Securities Exchange Act of 1934

ALST CASINO HOLDCO, LLC

(Exact name of registrant as specified in its charter)

Delaware	45-2487922
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
2711 Centerville Road
Suite 400
Wilmington, DE	19808
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (302) 636-5401

Copies of correspondence to:

Soohyung Kim
ALST Casino Holdco, LLC
2711 Centerville Road, Suite 400
Wilmington, DE 19808 Gregory A. Ezring, Esq.
Tracey A. Zaccone, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064

Securities to be registered pursuant to Section 12(b) of the Act:

	Name of each exchange on which
Title of each class to be so registered	each class is to be registered
Not Applicable	Not Applicable

Securities to be registered pursuant to Section 12(g) of the Act:

Common Units
(Title of Class)

          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 þ	Smaller Reporting Company o
(Do not check if a smaller reporting company)

TABLE OF CONTENTS

	Page
ITEM 1. BUSINESS		1
ITEM 1A. RISK FACTORS		14
ITEM 2. FINANCIAL INFORMATION		23
ITEM 3. PROPERTIES		35
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		35
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS		36
ITEM 6. EXECUTIVE COMPENSATION		37
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		37
ITEM 8. LEGAL PROCEEDINGS		38
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED EQUITY HOLDER MATTERS		38
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES		38
ITEM 11. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED		38
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS		40
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		40
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		40
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS		40
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-21.1

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EXPLANATORY NOTE

          This Amendment No. 1 (“Amendment No. 1”) to our registration statement on Form 10 (“Registration Statement”) is being filed by ALST Casino Holdco, LLC (the “Company,” “we,” “us,” or “our”) in order to register membership interests of the Company (“Common Units”) voluntarily pursuant to Section 12(g) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company is not required to file this Registration Statement pursuant to the Securities Act of 1933, as amended (the “Securities Act”).

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

          This Amendment No. 1 contains forward-looking statements. Such statements contain words such as “believes,” “estimates,” “expects,” “intends,” “may,” “will,” “should” or “anticipates” or the negative or other variation of these or similar words, or by discussions of strategy or risks and uncertainties. Forward-looking statements in this report include, among other things, statements concerning: projections of future results of operations or financial condition; expectations regarding our operations; expectations of the continued availability of capital resources; and expectations regarding the restructuring efforts of Aliante Gaming, LLC, which is referred to in this Registration Statement as the “Predecessor” or “Aliante Gaming”. Any forward-looking statement necessarily 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 or Aliante Gaming’s 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, Aliante Gaming 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:

• Although the Plan (as defined herein) has been confirmed, it will not be fully implemented until the Effective Date (as defined herein). The timing of consummation of the Plan is uncertain. The continuing bankruptcy proceedings and consummation of the Plan may adversely affect Aliante Gaming’s, and consequently our, business, including their and our relationships with customers and suppliers.

• The recession, and in particular the economic downturn in Nevada, has adversely affected Aliante Gaming’s business. We expect that Aliante Gaming’s, and consequently our, business will continue to be adversely affected by the economic downturn.

• We will have substantial debt outstanding following the Effective Date. Our debt service requirements may adversely affect our operations and ability to compete.

• We will require a significant amount of cash to service our indebtedness. Our ability to generate cash depends on many factors that are beyond our control.

• We may experience a loss of market share due to intense competition.

• We face extensive regulation from gaming and other government authorities.

• Changes to applicable gaming and tax laws could have a material adverse effect on our financial condition.

• For additional contingencies and uncertainties, see “Item 1A. Risk Factors.”

ITEM 1. BUSINESS.

Overview

          We are a Delaware limited liability company that was formed on May 11, 2011 to acquire substantially all of the equity interests of Aliante Gaming pursuant to its joint plan of reorganization under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). Aliante Gaming’s bankruptcy case is being jointly administered under the

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lead case In re: Station Casinos, Inc., et. al., Case No. BK-N-09-52477-GWZ in the United States Bankruptcy Court for the District of Nevada, Northern Division (the “Bankruptcy Court”).

          To date, we have conducted no business and have no material assets or liabilities. We expect the reorganization of Aliante Gaming to be completed sometime during the fourth quarter of 2011, after which time, we will directly own all of the equity interests of Aliante Gaming in consideration for the issuance of (i) all of our membership interests (“Common Units”) to the lenders holding claims prior to Aliante Gaming’s reorganization arising from indebtedness owed under that certain credit agreement dated as of October 5, 2007 among Aliante Gaming, as borrower, and the lenders thereto, and (ii) a guarantee of a new senior secured credit facility (the “Senior Secured Credit Facility”) of Aliante Gaming. See “Item 1. Business—Chapter 11 Reorganization” for a further description of the reorganization of Aliante Gaming.

          The Company has its principal executive offices at 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The telephone number for our executive offices is (302) 636-5401. Aliante Gaming’s internet address is www.aliantecasinohotel.com and we expect to maintain the website after the Effective Date.

Available Information

          Following the effectiveness of this Registration Statement, we will be required to file annual, quarterly and other current reports and information with the Securities and Exchange Commission (“SEC”). You may read and copy any materials filed by the Company with the SEC at its Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our filings will also be available to the public from commercial document retrieval services and at the world wide web site maintained by the SEC at http://www.sec.gov.

Chapter 11 Reorganization

          Aliante Gaming, LLC is a Nevada limited liability company formed in 2005 which owns and operates Aliante Station Casino + Hotel located in North Las Vegas, Nevada (the “Casino”), a full-service casino and hotel offering high quality accommodations, gaming, dining, entertainment, retail and other resort amenities. The Casino commenced operations on November 11, 2008. Aliante Gaming is a wholly-owned subsidiary of Aliante Holding, LLC (“Aliante Holding”) which is a 50/50 joint venture partnership between Aliante Station, LLC (“Aliante Station”), a wholly-owned subsidiary of Station Casinos, Inc. (“Old Station”) and G.C. Aliante, LLC (“GC Aliante”), an affiliate of the Greenspun Corporation. Prior to June 17, 2011, Aliante Station was the managing member of Aliante Gaming.

          As a result of recent macroeconomic conditions, including the ongoing downturn in the Las Vegas area and a continuation of low consumer confidence levels, Aliante Gaming experienced lower than expected operating results. Aliante Gaming failed to (i) remain in compliance with certain financial maintenance covenants set forth in its $430.0 million credit facility (the “Existing Facility”) and (ii) make any scheduled principal or interest payments under the Existing Facility since April 2009. On April 12, 2011 (the “Petition Date”), Aliante Gaming, together with Aliante Holding and Aliante Station, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (the “Chapter 11 Case”), in the Bankruptcy Court to preserve their assets and the value of their estates. The Chapter 11 Case is jointly administered with certain subsidiaries of Old Station and Green Valley Ranch Gaming, LLC under the lead case In re Station Casinos, Inc., et. al. originally filed on July 28, 2009 (Jointly Administered Case No. 09-52477) (the “Station Cases”). Old Station emerged from Chapter 11 on June 17, 2011 as Station Casinos LLC (“New Station,” and collectively with Old Station, “Station”). In connection with Old Station’s emergence from bankruptcy, New Station and the Company entered into a Transition Service Agreement (the “TSA”) on June 17, 2011, whereby New Station would provide the management services previously provided by Aliante Station for an initial period of six month with two options to extend for an additional three months. The Company or New Station may terminate the TSA at any time on ten days notice.

          On May 20, 2011, Aliante Gaming, Aliante Holding, Aliante Station and certain other affiliates of Old Station filed with the Bankruptcy Court an amended joint plan of reorganization resulting from negotiations with its lenders (the “Lenders”) under Aliante Gaming’s Existing Facility and its International Swaps and Derivatives Association master agreement (the “Swap Agreement”). On May 25, 2011 (the “Confirmation Date”), the Bankruptcy Court issued an Order Confirming Debtors’ First Amended Joint Plan of Reorganization (the “Order”), confirming the amended joint plan of reorganization, as modified by the Findings of Fact and Conclusions of Law in Support of Order Confirming Debtors’ First Amended Joint Plan of Reorganization (the “Findings of Fact”) entered contemporaneously with the Order (the amended joint plan of reorganization as modified by the Findings of Fact, the “Plan”). The Plan will become effective following the satisfaction or waiver of certain conditions set forth in the Plan (the “Effective Date”), which are described below. Under the Plan, upon the Effective Date, Aliante Gaming and the Lenders agree to enter into a series of restructuring transactions

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pursuant to which the Lenders would receive new equity and new debt of Aliante Gaming, as reorganized as of the Effective Date pursuant to the Plan.

          Upon the Effective Date, (i) 100% of the equity interests in Aliante Gaming currently held by Aliante Holding will be cancelled and cease to be outstanding, (ii) each Lender shall receive, on account, and in full satisfaction, of its claims against Aliante Gaming arising under the Existing Facility and the Swap Agreement, its pro rata share of (a) 100% of the equity interests in Aliante Gaming (the “New Aliante Equity”), which will be contributed to the Company in exchange for all of our issued and outstanding Common Units on the Effective Date and (b) 100% of $45.0 million in aggregate principal amount of senior secured term loans of Aliante Gaming (the “Senior Secured Loans”) under the Senior Secured Credit Facility and (iii) the Existing Facility and the Swap Agreement will be terminated (clauses (i), (ii) and (iii) referred to herein as the “Restructuring Transactions”) and (iv) each creditor holding an unsecured claim will be paid in full. It is expected that on the Effective Date, the Company will enter into a management contract with an affiliate of New Station to manage the operations of Aliante Gaming (the “Management Agreement”). Upon the Effective Date, Aliante Gaming will no longer be a wholly-owned subsidiary of Aliante Holding.

          Following the Restructuring Transactions, we will hold all of the outstanding equity interests in Aliante Gaming making Aliante Gaming a wholly-owned subsidiary of the Company. The Lenders will be issued Common Units in exchange for their contribution of New Aliante Equity to the Company. At the time of issuance, the Lenders will enter into an amended and restated limited liability company agreement (the “Operating Agreement”) which will govern our management and operations, as well as dispositions of our Common Units. See “Item 11. Description of Registrant’s Securities to be Registered.”) The Lenders who will be holders of greater than 10% of our Common Units following the Restructuring Transactions will be required to be registered and found suitable under

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applicable gaming law. We anticipate that following the Restructuring Transactions there will be three registered holders of our Common Units.

          Pursuant to the Restructuring Transactions, on the Effective Date, our organizational structure will be as follows:

          Although the Plan was confirmed by the Bankruptcy Court, consummation of the Plan is subject to the satisfaction of certain conditions precedent, including, amongst other things, (i) the Bankruptcy Court shall have authorized the assumption and rejection of certain contracts of Aliante Gaming, (ii) all documents necessary to implement the Restructuring Transactions contemplated by the Plan, including but not limited to the Operating Agreement to be entered into upon emergence from bankruptcy and the Senior Secured Credit Facility, shall be in form and substance reasonably acceptable to Aliante Gaming, (iii) all actions necessary to implement the Plan shall have been effected, including authorizing the issuance of the Common Units and electing managers to the Board of Managers, and (iv) all material consents, actions, documents, certificates and agreements necessary to implement the Plan, including necessary regulatory approvals, including but not limited to necessary approvals of the Gaming Authorities (as defined herein), will have been obtained, effected, executed and delivered to the required parties (the date upon which the actions described in clauses (i) through (iv) are completed is referred to herein as the “Effective Date”). Applications of the Company, as well as certain equity holders of the Company and their principals, have been filed with the gaming authorities in Nevada. In addition, the individuals proposed as officers and managers of the Company that are required to be licensed have submitted applications for such licenses.

           The Company currently expects that the Effective Date will occur in the fourth quarter of 2011, although the Company cannot assure you that the conditions to consummate the Plan will be satisfied by that date, or at all, or that Aliante Gaming will be successful in implementing the Restructuring Transactions in the form contemplated by the Plan, or at all. In the event that the Effective Date does not occur, then the Plan shall be null and void in all respects with respect to Aliante Gaming. Until, on and after the Effective Date, Aliante Gaming shall continue to be managed and operated consistently with the practices in place as of the commencement of the Chapter 11 Case.

Narrative Description of Business of Aliante Gaming

          Aliante Gaming’s business focuses on attracting and fostering repeat business from local gaming patrons at its casino, hotel and entertainment facility. Local patrons are typically sophisticated gaming customers who seek a convenient location, the latest gaming products and a pleasant atmosphere.

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          The Casino opened in November 2008 and is a full-service casino and hotel offering high quality accommodations, gaming, dining, entertainment, retail and other resort amenities. The Casino is considered to be one of the premier locals-oriented casinos in the North Las Vegas, Nevada market today. The Casino is located in the Aliante master-planned community (the “Aliante Community”) and is situated on approximately 40 acres within the 1,905-acre Aliante Community. The Casino is located adjacent to a 18-hole championship course (not part of Aliante Gaming) and has convenient access to major freeways connecting it to points throughout Las Vegas.

          The Casino features a full-service Scottsdale-modern, desert-inspired casino and resort with approximately 82,000 square feet of gaming space, 202 hotel rooms including suites, 2,013 slot machines, 44 gaming tables, including a 24-hour, eight-table, smoke-free poker room, and a 200-seat bingo room. The ultra-modern 170-seat race and sports book rivals any in Las Vegas and also includes a sports bar and viewing patio. Non-gaming amenities include a 16-screen movie theater complex, a 650-seat showroom, an entertainment lounge and a resort style pool with cabanas.

          The Casino can accommodate both large groups and intimate gatherings in its 14,000-square foot of event and banquet space divided among four ballrooms and six meeting and conference rooms. The Casino’s five full-service restaurants include MRKT Sea & Land, Il Vino Cucina & Wine Bar, The Original Pancake House, TGI Friday’s and Feast Buffet, a live action buffet featuring Mexican, Italian, barbeque, American and Chinese cuisine. The Casino also offers a variety of fast-food outlets to enhance the customers’ dining selection.

Operating Strategy

          The Casino caters primarily to North Las Vegas residents. Its operating strategy emphasizes attracting and retaining customers from the local and repeat visitor markets and we intend to keep this operating strategy following the Effective Date. Aliante Gaming attracts customers through:

• innovative, frequent and high-profile promotional programs directed towards the local market;

• focused marketing efforts and a convenient location;

• aggressive marketing to the repeat visitor market; and

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

          Although perceived value will initially attract a customer to the Casino, actual value generates customer satisfaction and loyalty. Aliante Gaming believes that actual value becomes apparent during the customer’s visit through an enjoyable, affordable and high-quality entertainment experience. North Las Vegas, which has been one of the fastest-growing cities in the United States, has been characterized by a historically strong economy and demographics, which include an increasing number of retirees and other active gaming customers; however, the city continues to be adversely affected by the national economic downturn. The current recession has had an adverse impact on the growth and economy of North Las Vegas, resulting in significant declines in the local housing market and rising unemployment which has negatively affected consumer spending and customer visits to the Casino.

Provide a High-Value Experience

          Because Aliante Gaming targets the repeat customer, Aliante Gaming is committed to providing a high-value entertainment experience for its customers in the restaurants, hotel, casino and other entertainment amenities, which include movie theaters and a resort-like pool facility. In addition, Aliante Gaming believes the value offered by its restaurants is a major factor in attracting local gaming customers, as dining is a primary motivation for casino visits by many locals. Through its restaurants, each of which has a distinct style of cuisine, the Casino offers generous portions of high-quality food at reasonable prices. In addition, Aliante Gaming’s operating strategy focuses on slot and video poker machine play. Aliante Gaming’s target market consists of frequent gaming patrons who seek a friendly atmosphere and convenience. Because locals and repeat visitors demand variety and quality in their slot and video poker machine play, the Casino offers the latest in slot and video poker technology.

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          As part of Aliante Gaming’s commitment to providing a quality entertainment experience for its patrons, Aliante Gaming is dedicated to ensuring a high level of customer satisfaction and loyalty by providing attentive customer service in a friendly, casual atmosphere. Aliante Gaming recognizes that consistent quality and a comfortable atmosphere stem from the collective care and friendliness of each employee. Toward this end, Aliante Gaming takes a hands-on approach through active and direct involvement with employees at all levels.

Marketing and Promotion

          Pursuant to the terms of the Management Agreement, Aliante Gaming will continue to participate in marketing and promotion activities utilized by Station. Station employs 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 aggressive marketing through television, radio and newspaper advertising, Station has created and sponsored promotions that have become a tradition in the locals’ market.

          In 1999, Station introduced a unified Boarding Pass player rewards program at its properties. The Boarding Pass program allows guests to earn points based on their level of gaming activity. Members of the Boarding Pass and the Amigo Club can redeem points at any of Station’s properties for free slot play, meals in any of the restaurants, hotel rooms, movie passes, entertainment tickets or merchandise from our gift shops.

          Aliante Gaming is heavily focused on using cutting-edge technology to drive customer traffic with products such as Station’s Jumbo Brand products, which include “Jumbo Pennies,” “Jumbo Bingo,” “Jumbo Keno” and “Jumbo Hold’Em.” Other Station’s products include “Xtra Play Cash” and “Sports Connection,” among others. We believe that these products which Aliante Gaming will continue to use in its operations create sustainable competitive advantages and distinguish us from our competition.

Financial Information

          The primary source of Aliante Gaming’s revenue and income is from its casino operations, although Aliante Gaming views the hotel rooms, restaurants, bars, entertainment and services on the premises to be important adjuncts to its casino operations. The following table sets forth the contribution to total net revenues on a dollar and percentage basis of Aliante Gaming’s major revenue sources for the six months ended June 30, 2011 and for the years ended December 31, 2010, 2009 and 2008.

	Six Months Ended						Years Ended December 31,
	June 30, 2011						2010						2009						2008
	Amount			Percent			Amount			Percent			Amount			Percent			Amount			Percent
							(in thousands, except percentages)
Revenues:
Casino	$	25,821			75.2	%	$	49,378			75.6	%	$	52,709			75.9	%	$	11,237			77.8	%
Food and beverage		6,605			19.2	%		12,609			19.3	%		13,388			19.3	%		2,752			19.0	%
Room		3,046			8.9	%		5,575			8.5	%		5,597			8.1	%		650			4.5	%
Other		1,603			4.7	%		3,241			5.0	%		3,684			5.3	%		886			6.1	%
Gross revenues		37,075			107.9	%		70,803			108.5	%		75,378			108.5	%		15,525			107.4	%
Promotional allowances		(2,730	)		(7.9	)%		(5,517	)		(8.5	)%		(5,924	)		(8.5	)%		(1,075	)		(7.4	)%
Net revenues	$	34,345			100.0	%	$	65,286			100.0	%	$	69,454			100.0	%	$	14,450			100.0	%

          Please refer to “Item 2. Financial Information” for additional financial information about revenues, operating results and total assets and liabilities and to “Item 15. Financial Statements and Exhibits—Aliante Gaming, LLC Financial Statement” included in this Registration Statement.

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Competition

          Aliante Gaming faces competition from all other casinos and hotels in the Las Vegas area and more specifically in North Las Vegas. In addition, the Casino faces competition from all smaller nonrestricted gaming locations and restricted gaming locations (locations with 15 or fewer slot machines) in the North Las Vegas area. The Casino competes with other hotel/casinos and restricted gaming locations by focusing on repeat customers and attracting these customers through innovative marketing programs. Aliante Gaming’s value-oriented, high-quality approach is designed to generate repeat business. The Casino is strategically located and designed to permit convenient access and ample parking, which are critical factors in attracting local visitors and repeat patrons. Currently, there are 12 nonrestricted gaming locations in North Las Vegas.

          Aliante Gaming also competes for local gaming customers with other locals-oriented casino-hotels in Las Vegas, including Station. These properties compete on the basis of the desirability of location and gaming product, personalized service, casino promotions, comfort and value of restaurants and hotel rooms and the variety and value of entertainment offerings. The construction of new casinos or the expansion of existing casinos near the Casino could have a negative impact on Aliante Gaming’s casino operations.

          Aliante Gaming also faces competition from 175 nonrestricted gaming locations in the Clark County area. Some of these competitors have completed construction or expansions and other existing competitors have projects under construction. Although Aliante Gaming has competed strongly in these marketplaces, there can be no assurance that additional capacity will not have a negative impact on its business.

          In 1997, the Nevada legislature enacted Senate Bill 208. This legislation identified certain gaming enterprise districts wherein casino gaming development would be permitted throughout the Las Vegas valley and established more restrictive criteria for the establishment of new gaming enterprise districts. Growth in gaming supply in the Las Vegas locals’ market has been, and will continue to be, limited by the provisions of Senate Bill 208.

          To a lesser extent, Aliante Gaming competes with gaming operations in other parts of the state of Nevada, such as Mesquite, Reno, Laughlin and Lake Tahoe, and other gaming markets throughout the United States and in other parts of the world; with state sponsored lotteries; on-and-off-track wagering on horse and other races; card rooms; online gaming and other forms of legalized gambling. The gaming industry also includes land-based casinos, dockside casinos, riverboat casinos, racetracks with slots 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 will. Several states are currently considering legalizing casino gaming in designated areas. Legalized casino gaming in such states and on Native American land will result in strong competition and could adversely affect our operations, particularly to the extent that such gaming is conducted in areas close to Aliante Gaming’s operations.

          Native American gaming in California, as it currently exists, has had little, if any impact on Aliante Gaming’s operations to date, although there are no assurances as to future impact. In total, the State of California has signed and ratified Tribal-State Compacts with 67 Native American tribes. Currently there are 58 Native American casinos in operation in the State of California. These Native American tribes are allowed to operate slot machines, lottery games, and banking and percentage games (including “21”) on Native American lands. A banking game is one in which players compete against the licensed gaming establishment rather than against one another. A percentage game is one in which the house does not directly participate in the game, but collects a percentage computed from the amount of bets made, winnings collected, or the amount of money changing hands. It is not certain if any expansion of Native American gaming in California will affect Aliante Gaming’s Nevada operations given that visitors from California make up Nevada’s largest visitor market. Increased competition from Native American gaming may result in a decline in revenues and may have a material adverse effect on Aliante Gaming’s business.

Intellectual Property

          Aliante Gaming uses a variety of trade names, service marks and trademarks (collectively, the “Marks”) in its operations and believes that it has or will have all licenses for the third-party Marks necessary to conduct its continuing operations following the Reorganization Transactions. Aliante Gaming has registered several composite Marks (as described in the following paragraph) with the United States Patent and Trademark Office which are material to its business. In addition, Aliante

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Gaming expects to have a temporary, non-exclusive, royalty-free license to use the Station Marks during the term of the Management Agreement.

          Aliante Gaming uses the “ALIANTE” Mark pursuant to a license agreement, dated January 6, 2006, with North Valley Enterprises, LLC (“North Valley”) (an affiliate of G.C. Aliante). Under the agreement, North Valley grants to Aliante Gaming a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use certain Marks owned by North Valley in connection with the Casino. The license agreement is perpetual, provided that North Valley may terminate the license if Aliante Gaming fails to meet the quality standards applicable to the use of the Marks and fails to cure any such failure within thirty days. The license provides that Aliante Gaming will own all right, title and interest in any composite Marks consisting of “ALIANTE” (or another Mark licensed by North Valley under the agreement), on the one hand, and “STATION” or “STATION CASINOS,” on the other hand; provided, that upon termination of the license agreement, Aliante Gaming must cease and desist using all such composite Marks and immediately cancel or withdraw any trademark applications or registrations for any composite Marks. Similarly, the predecessor license to the anticipated temporary license to use the Station Marks requires Aliante Gaming to cease and desist using all such composite Marks and immediately cancel or withdraw any trademark applications or registrations for any composite Marks in the event of termination of the Station license.

Management Agreement

          As noted above in “Item 1. Business—Chapter 11 Reorganization”, Aliante Gaming is managed by Station. Upon the Effective Date, we intend to enter into the Management Agreement whereby an affiliate of New Station will continue to manage the operations of Aliante Gaming. As a result, we intend to continue to employ the same operating and marketing strategies currently in place which are reflective of the same strategies employed by Station.

          The Management Agreement will have an initial term of five years following the Effective Date, with one-year renewal terms thereafter at our option. However, either party will have the right to terminate the agreement at any time after the first year upon 90 days’ notice. We will also have the right to terminate during the first year, but, unless such termination is for cause, as more particularly described in the Management Agreement, we will be required to pay New Station its estimated fees for that year. We will have the right to require New Station to continue to operate Aliante Gaming for up to one year following any termination (and, if we are unable to obtain the necessary licenses and approvals for a replacement manager, for up to an additional six months). Pursuant to the Management Agreement, New Station will have significant discretion in the management and operation of Aliante Gaming. New Station will receive (i) a monthly base management fee equal to one percent of the gross revenues from Aliante Gaming, (ii) an annual incentive management fee payable quarterly equal to seven-and-one-half percent of positive earnings before interest, taxes, depreciation and amortization (“EBITDA”) up to and including $7,500,000 and ten percent of EBITDA in excess of $7,500,000, and (iii) reimbursement of out-of-pocket expenses (including with respect to shared services, as defined therein).

Senior Secured Credit Facility

          On the Effective Date, Aliante Gaming will enter into the Senior Secured Credit Facility, which will provide for $45.0 million in aggregate principal amount of Senior Secured Loans, which Senior Secured Loans will be deemed made on the Effective Date without any funding being provided to Aliante Gaming. The Senior Secured Loans represent an already outstanding obligation of Aliante Gaming on the Effective Date. The Senior Secured Credit Facility will not contain any financial covenants or ratios.

Interest Rate

          From the Effective Date through the third anniversary of the Effective Date, the Senior Secured Loans will bear interest at the rate of, at the election of Aliante Gaming, either (i) 10% per annum, which interest will be added to the principal amount of the Senior Secured Loans quarterly in arrears and subsequently treated as principal of the Senior Secured Loans or (ii) six percent per annum, will interest will be payable in cash quarterly in arrears. Following the third anniversary of the Effective Date, the Senior Secured Loans will bear interest at the rate of six percent per annum, which interest will be payable in cash quarterly in arrears.

Collateral and Guarantors

          Indebtedness under the Senior Secured Credit Facility will be guaranteed by the Company and by each domestic wholly-owned subsidiary (if any) of Aliante Gaming. Indebtedness under the Senior Secured Credit Facility will be secured by a first-priority (i) pledge of 100% of the Company’s equity interest in Aliante Gaming, (ii) pledge of 100% of

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the equity interests of Aliante Gaming’s domestic subsidiaries (if any) and 65% of the equity interests of Aliante Gaming’s “first-tier” foreign subsidiaries (if any) and (iii) security interest in substantially all of Aliante Gaming’s tangible and intangible assets, as well as those of each subsidiary guarantor (if any), in each case, other than any assets that may not be pledged pursuant to applicable gaming laws and subject to other customary exceptions ((i), (ii) and (iii), collectively, the “Senior Secured Credit Facility Collateral”).

Amortization and Final Maturity

          There will be no scheduled amortization under the Senior Secured Credit Facility. Unless the maturity date for the Senior Secured Loans is extended pursuant to the terms of the Senior Secured Credit Facility, the Senior Secured Loans will be due and payable on the seventh anniversary of the Effective Date.

Voluntary Prepayments

          Aliante Gaming will be permitted to voluntary prepay the Senior Secured Loans, in whole or in part, without penalty or premium, subject to certain minimum amounts.

Mandatory Prepayments

          Aliante Gaming will be required to prepay the Senior Secured Loans (subject to certain exceptions, thresholds and, in the case of asset sales and recovery events, reinvestment rights) upon the receipt of net proceeds from (i) the issuance or incurrence of certain indebtedness, (ii) certain asset sales and (iii) certain property or casualty insurance claims or condemnation, eminent domain or similar takings.

Restrictive Covenants

          The Senior Secured Credit Facility will include negative covenants restricting or limiting the ability of Aliante Gaming and its subsidiaries (if any) to, among other things:

• incur additional debt;

• make payments on subordinated obligations;

• make distributions and repurchase equity;

• make investments;

• grant liens on its property to secure debt;

• enter into certain transactions with affiliates;

• sell assets or enter into mergers or consolidations;

• sell equity interests in subsidiaries;

• create dividend and other payment restrictions affecting subsidiaries; and

• change the nature of its line of business.

          These negative covenants will be subject to customary and other exceptions and threshold amounts to be agreed.

          Pursuant to the Senior Secured Credit Facility, the Company will be required to be a passive holding company and our actions will be limited to, among other things, owning the equity interests of Aliante Gaming, maintaining our

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legal existence as a public company, participating in administrative matters and performing our obligations in connection with the Senior Secured Credit Facility and other agreements entered into in connection therewith.

          The Senior Secured Credit Facility will contain certain customary representations and warranties and affirmative covenants, including, among other things, reporting covenants, covenants to maintain insurance, comply with laws and maintain properties and other covenants customary in senior credit financings of this type. The Senior Secured Credit Facility will also contain certain events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults and cross-acceleration to certain indebtedness, certain events of bankruptcy and insolvency, certain events under ERISA, material judgments, actual or asserted failure of any guaranty or security document to be in full force and effect and change of control. If such an event of default occurs, the administrative agent and the lenders under the Senior Secured Credit Facility will be entitled to take various actions, including the acceleration of amounts owing under the Senior Secured Credit Facility and all actions permitted to be taken by a secured creditor, subject to certain restrictions imposed by gaming laws.

          See “Financial Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations—ALST Casino Holdco, LLC—Liquidity and Capital Resources.”

Managers

          The Company will be managed by a Board of Managers. The members of the Board of Managers have been selected due to, among other things, their experience and expertise in the gaming industry and other business ventures. Membership on the Board of Managers is not expected to require the full professional time of the individuals serving on the board. As such, the members of the Company’s Board of Managers may, from time to time, be engaged in other business endeavors, including but not limited to those business endeavors in which they are currently involved, aside from their commitments to the Company or Aliante Gaming. None of the members of the Company’s Board of Managers are currently involved in other businesses that are in direct competition with the Company. See “Item 5. Managers and Executive Officers” for details on the members of our Board of Managers and certain of their past and present business endeavors.

Seasonality

          Aliante Gaming’s cash flows from operating activities are seasonal in nature. Aliante Gaming’s operating results are traditionally the strongest in the first quarter and the fourth quarter, and traditionally the weakest during the third quarter.

Environmental Laws

          Compliance with federal, state and local laws enacted for the protection of the environment to date had no material effect upon our capital expenditures, earnings or competitive position and we do not anticipate any material adverse effects in the future based on the nature of our future operations.

Employees

          Currently, we do not have any employees. Upon consummation of the Restructuring Transactions, Aliante Gaming will be a wholly-owned subsidiary of ours and, as a result, the employees of Aliante Gaming will become our employees. As of June 30, 2011, Aliante Gaming had 845 employees. Aliante Gaming is not currently subject to any collective bargaining agreement or similar arrangement with any union. However, union activists have actively sought to organize employees in the past, and we believe that such efforts are ongoing at this time.

Regulation and Licensing

          The Plan will not be consummated until the Company and Aliante Gaming have received all requisite governmental and regulatory approvals. The Company expects that all required regulatory approvals will be obtained in the fourth quarter of 2011.

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          The ownership and operation of casino gaming facilities in Nevada are subject to the Nevada Gaming Control Act and the regulations promulgated thereunder (collectively, the “Nevada Act”), and various local regulations. Aliante Gaming is subject to the licensing and regulatory control of the Nevada Gaming Commission (the “Gaming Commission”), the Nevada State Gaming Control Board (the “Gaming Board”), the Clark County Liquor and Gaming Licensing Board (the “Clark County Board”), the City of North Las Vegas and other local regulatory authorities (collectively, the “Gaming Authorities”). The laws, regulations and supervisory procedures of the Gaming Authorities are based upon declarations of public policy which are concerned with, among other things:

• the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;

• the establishment and maintenance of responsible accounting practices and procedures;

• the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing reliable record keeping and requiring the filing of periodic reports with the Gaming Authorities;

• the prevention of cheating and fraudulent practices; and

• providing a source of state and local revenues through taxation and licensing fees.

Changes in these laws, regulations and procedures could have an adverse effect on our proposed gaming operations.

          Entities that own and operate casinos in Nevada are required to be licensed by the Gaming Authorities. A gaming license for such activities requires the periodic payment of fees and taxes and is not transferable. We have applied with the Board and the Commission for the Company to be registered as a publicly traded corporation, for Aliante Gaming to be licensed under new ownership, and for licensing, registration, findings of suitability and related transactional approvals as applicable under the Nevada Act of the controlling beneficial owners, the members of the Company’s Board of Managers, entity officers (collectively the “Aliante Gaming Approvals”) and the proposed management company as may be required by the Gaming Authorities. If we are successful in obtaining Aliante Gaming Approvals, we will be required periodically to submit detailed financial and operating reports to the Gaming Authorities, comply with various reporting and other regulatory requirements pursuant to the Nevada Act and furnish any other information that the Gaming Authorities may require. We also have prepared, and will at the appropriate time file, all necessary applications and/or notifications with all applicable local regulatory authorities to ensure compliance with the local gaming and alcoholic beverage control ordinances and regulations that govern our operations. While we believe that we will obtain all necessary licenses, registrations findings of suitability, approvals and permits, there can be no assurance they will be obtained or if obtained on what time schedule, given the complexity of the licensing and investigative procedures under the Nevada Act and the broad authority of the Gaming Authorities.

          The Gaming Authorities may investigate any individual who has a material relationship to, or material involvement with, the Company and Aliante Gaming in order to determine whether such individual is suitable or should be licensed as a business associate of an entity that has applied for a gaming license or for registration. Certain officers, managers and key employees of the Company and/or Aliante Gaming must file applications with the Gaming Authorities and are required to be licensed or found suitable by the Gaming Authorities. The Gaming Authorities may deny limit or condition a grant of any license, registration, finding of suitability or other approval for any cause that they deem reasonable. A finding of suitability is comparable to licensing, and both require submission of detailed personal and financial information followed by a thorough investigation. Changes in licensed positions must be reported to the Gaming Authorities and, in addition to their authority to deny an application for a license or finding of suitability, the Gaming Authorities have jurisdiction to disapprove any change in corporate position.

          If the Gaming Authorities were to find an officer, manager or key employee unsuitable for licensing or unsuitable to continue having a relationship with us, we would have to sever all relationships with that person. In addition, the Commission may require us to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability or decisions pertaining to licensing are not subject to judicial review in Nevada.

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          The Company and Aliante Gaming are required to submit detailed financial and operating reports to the Gaming Authorities. Substantially all material loans, leases, sales of securities and similar financing transactions by the Company and Aliante Gaming must be reported, to and/or approved by, the Gaming Authorities.

          In the event the Company and/or Aliante Gaming were determined to have violated the Nevada Act after being granted Aliante Gaming Approvals, the Gaming Commission could limit, condition, suspend or revoke any license, registration, finding of suitability or other approval subject to compliance with certain statutory and regulatory procedures. In addition, the Company, Aliante Gaming and the individuals involved could be subject to substantial fines for each separate violation of the Nevada Act at the discretion of the Commission. Further, the Gaming Commission could seek court appointment of a supervisor to operate Aliante Gaming and, under certain circumstances, earnings generated during the supervisor’s appointment (except for the reasonable rental value of Aliante Gaming) could be forfeited to the State of Nevada. Limitation, conditioning or suspension of any gaming license or registration, or the appointment of a supervisor could (and revocation of any gaming license would) materially adversely affect our operations.

          Any beneficial holder of the Company’s voting or non-voting securities, regardless of the number of Common Units owned, may be required to file an application, be investigated and have his or her suitability as a beneficial holder of the Company’s equity securities determined if the Gaming Commission has reason to believe that such ownership would be inconsistent with the declared policies of the State of Nevada. If such beneficial holder who must be found suitable is a corporation, partnership, trust or other form of business organization, it must submit detailed business and financial information including a list of its beneficial owners. The applicant must pay all costs of the investigation incurred by the Gaming Authorities in connection with conducting such investigation.

          Moreover, given the Company will be a registered public company under the Nevada Act any person who acquires more than 5% of the Company’s voting securities must be reported to the Gaming Commission. The Nevada Act requires beneficial owners of more than 10% of a registered public company’s voting securities apply to the Gaming Commission for a finding of suitability within 30 days after the chair of the Gaming Board mails the written notice requiring such filing. However, an “institutional investor,” as defined in the Nevada Act, that beneficially owns more than 10%, but not more than 11%, of a registered corporation’s voting securities as a result of an equity repurchase by the registered corporation may not be required to file such an application. Further, an institutional investor that acquires more than 10%, but not more than 25%, of a registered public company’s voting securities (and if any such of such voting securities were acquired other than through a debt restructuring) may apply to the Gaming Commission for a waiver of a finding of suitability if that institutional investor holds the voting securities for investment purposes only. An institutional investor that has obtained a waiver may hold more than 25%, but not more than 29%, of a registered public company’s voting securities and maintain its waiver if the additional ownership results from equity repurchase by such registered company. An institutional investor will not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of the board of directors or managers of the registered public company, any change in the corporate charter, bylaws, management, policies or operations of the registered public company, or any of its gaming affiliates or any other action which the Gaming Commission finds to be inconsistent holding such registered company’s voting securities for investment purposes only. Activities which are not deemed to be inconsistent with holding voting securities for investment purposes only include:

• voting on all matters voted on by equity holders;

• making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in its management, policies or operations; and

• other activities as the Gaming Commission may determine to be consistent with such investment intent.

          Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do so by the Gaming Commission or by the chair of the Gaming Board may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any equity holder found unsuitable and who holds, directly or indirectly, any beneficial ownership of the equity of a registered public company beyond the period of time as may be prescribed by the Gaming Commission may be guilty of a criminal offense. The Company

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and Aliante Gaming may become subject to disciplinary action if, after receipt of notice that a person is unsuitable to be an equity holder or to have any other relationship with the Company or Aliante Gaming, the Company:

• pays that person any dividend or interest upon voting securities;

• allows that person to exercise, directly or indirectly, any voting right conferred through securities held by that person;

• pays remuneration in any form to that person for services rendered or otherwise; or

• fails to pursue all lawful efforts to require the unsuitable person to relinquish his voting securities for cash at fair market value.

          We will be required to disclose to the Gaming Board and the Gaming Commission the identities of all holders of our debt securities. The Gaming Commission may, in its discretion, require the holder of any debt or similar security of a registered public company to file applications, be investigated and be found suitable to own the debt or other security of such a registered company. If the Gaming Commission determines that a person is unsuitable to own the security, then pursuant to Nevada law, the registered public company can be sanctioned, including the loss of its approvals, if without the prior approval of the Gaming Commission, it:

• pays to the unsuitable person any dividend, interest, or any distribution whatsoever;

• recognizes any voting right by the unsuitable person in connection with debt securities;

• pays the unsuitable person remuneration in any form; or

• makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction.

          We will be required to maintain a current membership interests ledger in Nevada, which may be examined by the Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial holder to the Gaming Authorities. A failure to make such disclosure may be grounds for finding the record holder unsuitable. We will also be required to render maximum assistance in determining the identity of the beneficial owner. The Gaming Commission has the power to require our securities to bear a legend indicating that the securities are subject to the Nevada Act.

          We also may not make a public offering of securities without the prior approval of the Gaming Commission if the proceeds from the offering are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for those purposes or similar transactions. Furthermore, any such approval, if granted, does not constitute a finding, recommendation or approval by the Gaming Commission or the Gaming Board as to the accuracy or adequacy of the prospectus or the investment merits of the securities offered. Any representation to the contrary is unlawful.

          Changes in the control of the Company or Aliante Gaming through merger, consolidation, equity or asset acquisitions, management or consulting agreements, or any act or conduct by a person whereby that person obtains control (including foreclosure on the pledged equity interests), may not occur without the prior approval of the Gaming Commission. Entities seeking to acquire control or ownership of a registered public company must satisfy the Gaming Board and Gaming Commission in a variety of stringent standards prior to assuming control of such registered company. The Gaming Commission may also require the equity holders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process relating to the transaction.

          The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defensive tactics affecting Nevada corporate gaming licensees and registered public companies that are affiliated with those operations may be injurious to stable and productive corporate gaming. The

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Gaming Commission has established regulations to ameliorate the potentially adverse effects of these business practices upon Nevada’s gaming industry and to further Nevada’s policy to: (1) assure the financial stability of corporate gaming licensees and their affiliates; (2) preserve the beneficial aspects of conducting business in the corporate form; and (3) promote a neutral environment for the orderly governance of corporate affairs. Approvals are, in certain circumstances, required from the Gaming Commission before the registered public company can make exceptional repurchases of voting securities above the current market price and before a corporate acquisition opposed by management can be consummated. The Nevada Act also requires prior approval of a plan of recapitalization proposed by the registered public company’s board of directors or managers in response to a tender offer made directly to such registered company’s equity holders for the purposes of acquiring control of the registered public company.

          License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Nevada, Clark County and City of North Las Vegas. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually and are based upon either:

• a percentage of the gross revenues received;

• the number of gaming devices operated; or

• the number of table games operated.

          Any person who is licensed, required to be licensed, registered, required to be registered or is under common control with such persons (collectively, “Licensees”), and who is or who proposes to become involved in a gaming venture outside of Nevada, is required to deposit with the Gaming Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation by the Gaming Board of the Licensees’ participation in foreign gaming. The revolving fund is subject to increase or decrease at the discretion of the Gaming Commission. Thereafter, Licensees are also required to comply with certain reporting requirements imposed by the Nevada Act. Licensees are also subject to disciplinary action by the Gaming Commission if they knowingly violate any laws of the foreign jurisdiction pertaining to a foreign gaming operation, fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations, engage in activities or enter into associations that are harmful to the State of Nevada or its ability to collect gaming taxes and fees, or employ, contract with or associate with a person in the foreign operation who has been denied a license or a finding of suitability in Nevada on the grounds of personal unsuitability.

ITEM 1A. RISK FACTORS.

          The following risk factors should be considered carefully in addition to the other information contained in this Registration Statement. This Registration Statement contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those contained in the forward-looking statements. Factors that may cause such differences include, but are not limited to, those discussed below as well as those discussed elsewhere in this Registration Statement. If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected.

We are dependent upon the consummation of the Restructuring Transactions.

          Our ability to operate is dependent upon, among other things, completing the Restructuring Transactions, allowing Aliante Gaming to emerge from Chapter 11, thereby allowing the Lenders to contribute the New Aliante Equity to the Company. Although we believe that the Effective Date will occur, there can be no assurance as to timing, or as to whether the Effective Date will occur at all. If the Effective Date does not occur, it is unclear what would happen to Aliante Gaming and whether we would be able to successfully develop, prosecute, confirm and consummate an alternative plan of reorganization with respect to the Chapter 11 Case that would be acceptable to the Bankruptcy Court or the holders of claims and equity interests in Aliante Gaming.

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The bankruptcy filing has had a negative impact on Aliante Gaming’s image which may negatively impact our business going forward.

          As a result of the Chapter 11 Case, Aliante Gaming has been the subject of negative publicity which has had an impact on its image. This negative publicity may have an effect on the terms under which some customers and suppliers are willing to continue to do business with Aliante Gaming and could materially adversely affect our business, financial condition and results of operations. The impact of this negative publicity cannot be accurately predicted or quantified. A lengthy Chapter 11 Case could involve additional expenses and divert the attention of Aliante Gaming’s management from operation of the business, as well as create concerns for employees, vendors and customers.

There is doubt about the ability of Aliante Gaming to continue as a going concern.

          The audited financial statements of Aliante Gaming contained elsewhere in this Registration Statement have been prepared assuming that Aliante Gaming will continue as a going concern. However, the report of the independent auditors on the financial statements of Aliante Gaming as of and for the year ended December 31, 2010 includes an explanatory paragraph describing the existence of substantial doubt about the ability of Aliante Gaming to continue as a going concern. This report, as well as the uncertainty regarding the eventual outcome of the Plan may adversely impact Aliante Gaming’s relationships with vendors, ability to attract customers to its casino property, attract and retain key executive employees and maintain and promote its property, which could materially adversely affect our results of operations.

Aliante Gaming has limited liquidity and capital resources and may be unable to generate sufficient cash flows to meet our debt obligations and finance all operating expenses, working capital needs and capital expenditures.

          Aliante Gaming has a limited amount of cash and we do not anticipate having a credit facility upon which to draw funds. Aliante Gaming incurred operating losses of $498.2 million, $23.5 million and $13.9 million for the years ended December 31, 2010, 2009 and 2008, respectively. We may incur operating losses in the future. Following the Restructuring Transactions, 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 current customer offerings;

• taking advantage of future opportunities;

• growing our businesses; 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, and we will be restricted from incurring additional debt pursuant to the terms of the Senior Secured Credit Facility. Further, even if we were able to obtain additional working capital, it may only be available on unfavorable terms. For example, we may be required to take on additional debt, the interest costs of which could adversely affect our results of operations and financial condition. If any such required capital is obtained in the form of equity, the equity interests of the holders of the then-outstanding Common Units could be diluted.

          Limited liquidity and working capital may also restrict our ability to maintain and update the Casino’s facilities, which could put us at a competitive disadvantage to casinos offering more modern and better maintained facilities.

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We are entirely dependent on one property for all of our cash flow, which subjects us to greater risks than a gaming company with more operating properties.

          We do not expect to have material assets or operations other than the Casino and, therefore, we are entirely dependent upon the Casino for all of our cash flow. As a result, we are subject to a greater degree of risk than companies with multiple properties.

As part of a master planned community, the property is subject to certain covenants, conditions and restrictions with respect to transfers and use.

          As part of a master planned community, the property owned by Aliante Gaming is subject to covenants, conditions and restrictions (set forth in recorded instruments) with respect to transfers, and the use, improvement, restoration, maintenance and repair, of the property. Subject to certain exceptions, the City of North Las Vegas has approval rights over transfers of the property (or transfers of more than 40% in the aggregate of the equity interests in Aliante Gaming) to third parties. An architectural committee has approval rights over, among other things, the design and location of any improvements and the installation and maintenance of any signage on the property.

We may face intense competition and experience a loss of market share.

          The gaming industry is highly competitive. We compete for local gaming customers with other locals-oriented casino-hotels and other casinos located in the vicinity of these properties. If our competitors operate more successfully or if additional competitors are established in and around the locations in which we conduct business, we may lose market share.

We will be dependent upon third parties to operate Aliante Gaming pursuant to the Management Agreement. The success of our operations will depend on the ability of those parties to effectively manage Aliante Gaming’s assets and operations.

          Under the Plan, we will enter into the Management Agreement with an affiliate of New Station for an initial term of five years following the Effective Date, with one-year renewal terms thereafter at our option. The Management Agreement is terminable by us at any time, as described in “Item 1 - Business Management Agreement”. Pursuant to the Management Agreement, New Station will have significant discretion in the management and operation of Aliante Gaming including providing shared services such as marketing, recordkeeping, human resources and purchasing. We contemplate that New Station will manage Aliante Gaming using the same experienced executive officers and key employees that are currently managing the property. Subject to limited restrictions, New Station and its affiliates will be permitted to manage the operations of their own and other gaming companies, including gaming companies whose operations may compete with Aliante Gaming, and the officers and employees of New Station and its affiliates will not be required to devote their full time and attention to managing Aliante Gaming. There can be no assurance that New Station or any replacement operator will be successful at managing and operating Aliante Gaming or that the terms of the management agreements will be in our best interests. The success of Aliante Gaming and, in turn, our business, will be substantially dependent upon New Station and its affiliates and any replacement operator. We believe that the loss of the services of these officers and/or employees, including through the termination of any management agreement, could have a material adverse effect on our results of operations.

We may be forced to cancel certain of our material registered trademarks.

          Aliante Gaming uses a number of trade names, service marks and trademarks pursuant to a license agreement with North Valley, as well as an anticipated, temporary license agreement with Station. Under the terms of the North Valley license and the predecesor license to the temporary Station license, Aliante Gaming will own all right, title and interest in, and may register with the United States Patent and Trademark Office, any composite trademarks consisting of “ALIANTE” (or another mark), on the one hand, and “STATION” or “STATION CASINOS,” on the other hand; provided, that upon termination of either of the license agreements, Aliante Gaming must cease and desist using all such composite marks and immediately cancel or withdraw any trademark applications or registrations for any composite marks. Following the expiration or termination of the Management Agreement and the expected license to use the Station Marks therein, Aliante Gaming may have to cease and desist using its composite marks, which could adversely affect the goodwill associated with Aliante Gaming’s operations and negatively impact our business.

The infringement of intellectual property used in our business could adversely affect our business.

          We own or have licenses to use key intellectual property used in our business, including consumer information. We will take steps to safeguard this intellectual property from infringement by third parties, such as prosecuting trademark and copyright violations, if and when necessary, and limiting access to the proprietary customer information. Despite such measures, we cannot assure you that we will be successful in defending against the infringement of intellectual property used in our business or that the proprietary information used in our business will not be disseminated to our competitors and any such infringement or dissemination could have an adverse effect on the results of our operations.

The economic downturn may be protracted in our key market and may continue to negatively impact our revenues and other operating results.

          Aliante Gaming draws 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 the credit crisis and a decrease in consumer confidence levels. The resulting severe economic downturn and adverse conditions in the local markets have negatively affected Aliante Gaming’s operations, and may continue to negatively affect our operations in the future. Based on information from the Nevada State Gaming Control Board, gaming revenues in North Las Vegas for the twelve months ended May 31, 2011 decreased 2% from the level in the comparable period of the prior year. North Las Vegas gaming revenues and operators were severely negatively impacted by the economic downturn and there can be no assurance that gaming revenues will not decrease in future periods. In addition, the residential real estate market in the United States, and in particular North Las Vegas, has experienced a significant downturn due to declining real estate values. Individual consumers are experiencing higher delinquency rates on various consumer loans and defaults on indebtedness of all kinds have increased. In addition, North Las Vegas and our other target markets continue to experience high rates of unemployment. According to the United States Bureau of Labor Statistics, Nevada had the highest unemployment rate in the country in 2010 at 14.9% compared to the national average of 9.6%. As of June 30, 2011, Nevada’s unemployment rate was 12.4%. All of these factors have materially and adversely affected Aliante Gaming’s results of operations. Further declines in real estate values in Las Vegas and the United States and continuing credit and liquidity concerns could continue to have an adverse effect on our results of operations.

          Although Aliante Gaming and other gaming companies have experienced a decrease in revenues, certain costs remain fixed or even increase resulting in decreased earnings or net losses. Gaming and other leisure activities that we

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will offer represent discretionary expenditures and participation in such activities have been particularly adversely impacted as a result of the economic downturn because consumers have less disposable income to spend on discretionary activities. The current economic condition has adversely affected consumer spending at the Casino and may continue to adversely affect our business.

          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. In addition, due to the existing uncertainty in the capital and credit markets, we may not be able to refinance our then-existing debt or obtain additional credit facilities on terms acceptable to us or at all in order to meet these challenges.

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

          Consumer demand for casino hotel properties, such as the Casino, 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 current housing and credit crisis, the impact of high energy and food costs, the potential for continued 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 current housing crisis and economic slowdown in the United States has resulted in significant unemployment in our key markets and a significant decline in the amount of tourism and spending in Las Vegas. This decline has adversely affected Aliante Gaming, and may continue to adversely affect our financial condition, results of operations and liquidity.

Our operations may be adversely impacted by increases in energy prices.

          The Casino uses significant amounts of electricity, natural gas and other forms of energy. While no shortages of energy have been experienced, the substantial increases in the cost of electricity, natural gas and gasoline in the United States in general, and in Southern Nevada in particular, may negatively affect our operating results. In addition, further energy price increases in such areas could result in a decline in disposable income of potential customers and a corresponding decrease in visitation and spending at the Casino, which could negatively impact revenues.

The casino, hotel and resort industry is capital intensive and we may not be able to finance expansion and renovation projects, which could put us at a competitive disadvantage.

          Casino properties have an ongoing need for renovations and other capital improvements to remain competitive, including replacement, from time to time, of furniture, fixtures and equipment. We may also need to make capital expenditures to comply with applicable laws and regulations.

          Renovations and other capital improvements of a casino property such as the Casino require significant capital expenditures. In addition, renovations and capital improvements of a casino property usually generate little or no cash flow until the project is completed. We may not be able to fund such projects solely from cash provided from operating activities. Consequently, we will rely upon the availability of debt or equity capital to fund renovations and capital improvements and our ability to carry them out will be limited if we cannot obtain satisfactory debt or equity financing, which will depend on, among other things, market conditions. No assurances can be made that we will be able to obtain additional equity or debt financing or that we will be able obtain such financing on favorable terms. Our failure to renovate the Casino, as necessary, may put us at a competitive disadvantage.

We will depend on the North Las Vegas locals and repeat visitor market as our key market. As a result, we may not be able to attract a sufficient number of guests and gaming customers to make our operations profitable.

          Aliante Gaming’s operating strategies emphasize attracting and retaining customers from the North Las Vegas local and repeat visitor market. Aliante Gaming is dependent upon attracting North Las Vegas residents. We cannot be sure that we will be able to attract a sufficient number of guests, gaming customers and other visitors in Nevada to make

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our operations profitable. During the economic downturn, the Las Vegas valley has not experienced population growth at the expected rates or at the same rates as it experienced prior to the economic downturn. There can be no assurance that population growth in the Las Vegas valley will return to levels or that we will be able to successfully adapt our business strategy to the current economic downturn or any further economic slowdown.

We may face intense competition and experience a loss of market share.

          The gaming industry is highly competitive. We compete for local gaming customers with other locals-oriented casino-hotels including Station and other casinos located in the vicinity of these properties. If our competitors operate more successfully or if additional competitors are established in and around the locations in which we conduct business, we may lose market share.

The concentration and evolution of the slot machine manufacturing industry could impose additional costs on us.

          A majority of Aliante Gaming’s gaming revenue is attributable to slot machines. It is important, for competitive reasons, that the Casino offers the most popular and technologically advanced slot machine games to its customers. We believe that a substantial majority of the slot machines sold in the United States in recent years were manufactured by a limited number of companies. A deterioration in Aliante Gaming’s commercial arrangements with any of these slot machine manufacturers could result in it being unable to acquire the slot machines desired by its customers, or could result in manufacturers significantly increasing the cost of these machines. Alternatively, significant industry demand for new slot machines may result in Aliante Gaming being unable to acquire the desired number of new slot machines or result in manufacturers increasing the cost of these machines. The inability to obtain new and up-to-date slot machine games could impair Aliante Gaming’s competitive position and result in decreased gaming revenues. In addition, increases in the costs associated with acquiring slot machine games could adversely affect our profitability.

          In recent years, the prices of new slot machines have risen more rapidly than the domestic rate of inflation. Furthermore, in recent years, slot machine manufacturers have frequently refused to sell slot machines featuring the most popular games, instead requiring gaming operators to execute participation lease arrangements in order for them to be able to offer such machines to customers. Participation slot machine leasing arrangements typically require the payment of a fixed daily rental fee. Such agreements may also include a percentage payment to the manufacturer of “coin-in” or “net win.” Generally, a slot machine participation lease is more expensive over the long term than the cost of purchasing a new slot machine. Station, our manager, has slot machine participation leases applicable to Aliante Gaming and intends to maintain the leases.

          For competitive reasons, we may be forced to purchase new, more contemporary slot machines or enter into participation lease arrangements that are more expensive than the costs currently associated with the continued operation of Aliante Gaming’s existing slot machines. If the newer slot machines do not result in sufficient incremental revenues to offset the increased investment and participation lease costs, our profitability could be adversely affected.

          In addition, if any of the slot machine manufacturs that Station contracts with were to experience financial distress and fail to provide the agreed upon products or services to us, our business and operations may be adversely affected.

We may incur losses that are not adequately covered by insurance which may harm our results of operations.

          Although we will maintain insurance customary and appropriate for our business, we cannot assure you that insurance will be available or adequate to cover all loss and damage to which our business or our assets might be subjected. 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. 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 may be subject to litigation resulting from our operations which, if adversely determined, could result in substantial losses.

          We will be, 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 the Casino. 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 the Casino, even if without

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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.

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

          Aliante Gaming is not currently subject to any collective bargaining agreement or similar arrangement with any union. However, union activists have actively sought to organize employees at Aliante Gaming in the past, and we believe that such efforts are ongoing at this time. Accordingly, there can be no assurance that Aliante Gaming will not ultimately be unionized. Union organization efforts that may occur in the future could cause disruptions and discourage patrons from visiting the Casino 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 operation. Furthermore, unfavorable union contract settlements or collective bargaining agreements, should they be entered into, could cause significant increases in our labor costs, which could have a material adverse effect on the business of Aliante Gaming and our financial condition and results of operation.

Our future financial results will be affected by the adoption of fresh start reporting and may not reflect historical trends.

          We were formed for the purpose of acquiring substantially all of the equity interest of Aliante Gaming pursuant to the Plan. The Restructuring Transactions will result in the Company becoming a new reporting entity and adopting fresh-start reporting in accordance with Accounting Standards Codification (“ASC”) Topic 852, Reorganizations (“ASC Topic 852”). As required by fresh-start reporting, the historical net book value of Aliante Gaming’s assets and liabilities will be adjusted to fair value by allocating the entity’s reorganization value to its assets and liabilities pursuant to the accounting guidance for business combinations. Certain assets and liabilities not previously recognized in Aliante Gaming’s financial statements will be recognized under fresh-start reporting. Because the Restructuring Transactions have not been consummated, fresh-start reporting has not yet been adopted and the financial statements included in this Registration Statement do not give effect to any adjustments in the carrying values of assets or liabilities that will be recorded under fresh-start reporting rules. Accordingly, our financial condition and results of operations from and after the Effective Date will not be comparable to the financial condition and results of operations reflected in Aliante Gaming’s historical financial statements.

Members of our Board of Managers are likely to devote some of their time to other businesses, which could have a negative impact on the Company’s management.

          Members of our Board of Managers will not be required to commit their full time to the Company’s affairs, which could create a conflict when allocating their time between Company matters and their other commitments. It is expected that all of the members of our Board of Managers will be engaged in several other business endeavors aside from their commitments to the Company. In addition, members of our Board of Managers will not be obligated to devote any specific number of hours to the Company’s affairs. If the other business affairs of members of our Board of Managers require them to devote more time to such affairs, it could limit their ability to devote time to the Company’s affairs and could have a negative impact on the quality of the Company’s governance. We cannot assure that these time conflicts will be resolved in the Company’s favor.

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

          Our ownership of Aliante Gaming will be subject to extensive regulation by the state, county and city in which we will operate. These laws, regulations and ordinances 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. Holders of our Common Units who fail to obtain any licenses, authorizations, qualifications or findings of suitability, as may be required by Gaming Authorities, will not be entitled to exercise any rights of ownership with respect to or receive any income from our Common Units.

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For a summary of gaming and other regulations that will affect our business, see “Item 1. Business—Regulation and Licensing.” The regulatory environment may change in the future and any such change could have a material adverse effect on our results of operations.

Changes to the gaming tax laws could have an adverse effect on 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 legislators and officials have proposed changes in taxes, or in the administration of tax 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 recent legislative session ended in June 2011. There were no specific proposals during the recent legislative session to increase gaming taxes, however there are no assurances an increase in gaming taxes will not be proposed and passed by the Nevada Legislature, or that other taxes impacting gaming licenses or other businesses in general will not be enacted during future legislative sessions. It is not possible to determine with certainty the likelihood of possible changes in tax law or in the administration of such law, regulations or compact provisions. Such changes, if adopted, could have a material adverse effect on our results of operations.

Risks Related to Our Indebtedness

We expect to have significant indebtedness upon the Effective Date.

          The substantial indebtedness of Aliante Gaming has resulted in adverse consequences for their business, including the factors listed below. If the Plan is consummated, Aliante Gaming will have, and we will be the guarantor of, $45.0 million in outstanding principal amount of Senior Secured Loans. Aliante Gaming’s substantial indebtedness could:

• make it more difficult to satisfy obligations with respect to the instruments governing Aliante Gaming’s then outstanding indebtedness;

• increase vulnerability to general adverse economic and industry conditions;

• require Aliante Gaming to dedicate a substantial portion of cash flow from operations to debt service, thereby reducing the availability of cash flow to fund working capital, capital expenditures and other general corporate purposes;

• limit flexibility in planning for, or reacting to, competitive pressures and changes in the business and the industry in which we operate;

• place us at a competitive disadvantage compared to our competitors that have less debt; and

• limit, among other things, our ability to borrow additional funds.

Our indebtedness will impose restrictive covenants on us that will limit our flexibility in operating our business and may adversely affect our ability to compete or engage in favorable business or financing activities.

     We anticipate that the debt to be issued to Aliante Gaming, and guaranteed by us, pursuant to the Plan will have covenants that impose operational and financial restrictions on us and our subsidiary, Aliante Gaming. Pursuant to the Senior Secured Credit Facility, it is anticipated that we will be required to be a passive holding company and that our actions will be limited to, among other things, owning the equity interests of Aliante Gaming, maintaining our legal existence as a public company, participating in administrative matters and performing our obligations in connection with the Senior Secured Credit Facility and other agreements entered into in connection therewith. In addition, it is anticipated that the Senior Secured Credit Facility will impose various restrictions on Aliante Gaming and any future subsidiaries, including, among other obligations, limitations on the ability to:

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• incur additional debt;

• make payments on subordinated obligations;

• make distributions and repurchase equity;

• make investments;

• grant liens on our property to secure debt;

• enter into certain transactions with affiliates;

• sell assets or enter into mergers or consolidations;

• sell equity interests in subsidiaries;

• create dividend and other payment restrictions affecting subsidiaries; and

• change the nature of our line of business.

          We anticipate that the Senior Secured Credit Facility will impose various customary affirmative covenants on us and our subsidiaries (if any), including, among others, reporting covenants, covenants to maintain insurance, comply with laws and maintain properties and other covenants customary in senior credit financings of this type.

          As a result of these covenants, we are limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs. 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 Senior Secured Credit Facility 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.

          If we are unable to repay amounts owing under the Senior Secured Credit Facility when due, the lenders under the Senior Secured Credit Facility could proceed against the Senior Secured Credit Facility Collateral. If the indebtedness under the Senior Secured Credit Facility 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.

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 any 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. Aliante Gaming’s performance has been significantly impacted by general economic and financial conditions, which has affected its cash flows from operating activities and its ability to pay the principal and interest on its indebtedness.

          In addition, a further deterioration in the economic performance of Aliante Gaming 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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The volatility and disruption of the capital and credit markets and adverse changes in the global economy may negatively impact our ability to access financing.

          Although we believe that we will have sufficient funds for our capital needs following the Effective Date, there can be no assurance that we will not need additional capital in the future. Due to the continuing uncertainty in the capital and credit markets and the global recession, our access to capital following the Effective Date may not be available on terms that are attractive or at all.

Risks Related to Our Common Units

Unless we are considered a “publicly traded corporation” under the Nevada Act, each of our equityholders must be found suitable by the Gaming Authorities or we may be required to sever all relationships with such equityholder.

          We are filing this Registration Statement so that, following the effectiveness thereof, we may qualify as a “publicly traded corporation” under the Nevada Act. After we become a “publicly traded corporation” under the Nevada Act, persons who acquire beneficial ownership of more than 5% of our voting securities will be required to report their acquisition to the Gaming Authorities and persons who acquire beneficial ownership of more than 10% of our voting securities will be required to apply to the Gaming Authorities for a finding of suitability. Notwithstanding these provisions, under the Nevada Act, the Gaming Authorities may at any time, in their discretion, require the holder of any of our securities to file applications, be investigated and be found suitable to own our securities if they have reason to believe that the security ownership would be inconsistent with the declared policies of Nevada. Typically, so long as we are a “publicly traded corporation” under the Nevada Act, the Gaming Authorities will require only our equityholders having beneficial ownership of more than 10% of our voting securities to be found suitable.

          If we do not become, or cease to be, a “publicly traded corporation” under the Nevada Act, or if required by the Gaming Authorities, each of our equityholders would be required to be found suitable by the Gaming Authorities. If any equityholder fails to be found suitable, we may be required to sever all relationships, including through redemption of Common Units, with such equityholder, which may have a material adverse effect on our business and our equityholders. In addition, such holders of Common Units who fail to obtain any necessary licenses, authorizations, qualifications or findings of suitability will not be entitled to exercise any rights of ownership with respect to or receive any income from the Common Units.

The transferability of our Common Units will be very limited and subject to the prior approval of our board of managers.

          There is currently no established public trading market for our Common Units, and there are no plans, proposals, arrangements or understandings with any person with regard to the development of a trading market for our Common Units. In addition, our limited liability company agreement will require the approval of our board of managers prior to certain transfers of our Common Units. It is expected that the board will only consent to transfers of Common Units in very limited circumstances. Accordingly, we do not expect a public market will develop for our Common Units.

We currently have no plans to pay dividends on our Common Units, so holders of our Common Units may not receive funds without selling their Common Units.

          We currently have no plans to pay dividends on our Common Units and our ability to make distributions on our Common Units may be restricted by ther terms of our Senior Secured Credit Facility. Any payment of future dividends will be at the discretion of our Board of Managers and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends, and other consideratins that our Board of Managers deems relevant. The terms governing our outstanding debt also include limitations on the ability of Aliante Gaming to pay dividends to us. Accordingly, our holders may have to sell some or all of their Common Units in order to generate cash flow from their investment in us.

Potential conflicts of interest may exist, or may arise, based on debt and management interests of the principal equityholders of the Company.

          Pursuant to the governance structure of the Company, its managers will primarily be persons designated by certain Lenders holding greater than 10% of the Company’s Common Units (“Principal Lenders”). In addition, many major actions require approval of a majority of the managers which include those managers designated by the Principal Lenders. The Principal Lenders may have interests that are different than, or in addition to, other equity holders of the Company, which could adversely affect such equity holders.

          The Lenders or affiliates thereof are lenders under Aliante Gaming’s credit facilities. Therefore, they may have an incentive for the Company to act or omit to act, in each case, in a manner that enhances the ability of the Company to

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service its indebtedness or the Lenders to recover on the Aliante Gaming’s credit facilities, rather than seeking to maximize the value of the equity of the Company.

          The interests of the Principal Lenders could conflict with or differ from the interests of other holders of our Common Units. For example, the concentration of ownership held by the Principal Lenders could delay, defer or prevent a change of control of us or impede a merger, takeover or other business combination that other holders of our Common Units may otherwise view favorably. So long as the Principal Lenders continue to beneficially own a significant amount of our equity, even if such amount is less than 50%, they may be able to strongly influence or effectively control our decisions. For example, our bylaws will require a majority of our Board of Managers to vote on any matter and our Principal Lenders will initially have the right to designate three of four managers.

ITEM 2. FINANCIAL INFORMATION.

Selected Financial Data

ALST Casino Holdco, LLC

          The Company was formed for the purpose of acquiring substantially all of the equity interests of Aliante Gaming pursuant to the Plan. We expect the Restructuring Transactions to be completed sometime during the fourth quarter of 2011. The Company has conducted no business other than in connection with the Chapter 11 Case and has no material assets or liabilities. See “Item 1. Business—Overview.” As the Company has no operations, the following selected financial data relates to Aliante Gaming. The historical financial results of Aliante Gaming are not indicative of our current financial condition or our future results of operations. Our future results of operations will be subject to significant business, economic, regulatory and competitive uncertainties and contingencies, some of which are beyond our control.

Aliante Gaming

          In the table below, we provide selected historical financial data of Aliante Gaming as of and for the periods indicated. The selected financial data presented below as of and for the six months ended June 30, 2011 and 2010, have been derived from unaudited financial statements which are contained elsewhere in this Registration Statement and, in the opinion of management, include all adjustments necessary for a fair presentation of the information for those periods. The results of operations for any interim period are not necessarily indicative of results of operations for a full fiscal year. The selected financial data presented below as of and for the fiscal years ended December 31, 2010, 2009 and 2008 have been derived from Aliante Gaming’s audited financial statements which are contained elsewhere in this Registration Statement.

          When reading the selected historical financial data, it is important to read it in conjunction with “Item 2. Financial Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Aliante Gaming” and “Item 15. Financial Statements and Exhibits—Aliante Gaming, LLC Unaudited Interim Condensed Financial Statements and Aliante Gaming, LLC Audited Financial Statements” included in this Registration Statement. The selected financial data may not be indicative of our future performance, including changes that will occur as a result of the Restructuring Transactions such as changes in capitalization. For more information regarding these anticipated changes, see “Item 15. Financial Statements and Exhibits—ALST Casino Holdco, LLC Unaudited Pro Forma Condensed Consolidated Financial Statements” included in this Registration Statement.

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	(unaudited)
	Six Months Ended June 30,						Year Ended December 31,
	2011			2010			2010			2009			2008 (a)
	(in thousands)
Income statement data:
Revenues:
Casino	$	25,821		$	23,807		$	49,378		$	52,709		$	11,237
Other		11,254			10,496			21,425			22,669			4,288
Gross revenues		37,075			34,303			70,803			75,378			15,525
Promotional allowances		(2,730	)		(2,548	)		(5,517	)		(5,924	)		(1,075	)
Net revenues		34,345			31,755			65,286			69,454			14,450
Operating costs and expenses:
Casino operating costs		11,868			11,150			23,669			26,992			4,829
Other operating costs		6,548			5,297			11,354			10,918			2,636
Selling, general and administrative		10,772			11,149			21,987			24,317			4,098
Depreciation		2,241			13,962			27,873			27,608			2,422
Management fees		999			898			1,853			1,893			451
Impairment loss (b)		—			—			466,500			—			—
Restructuring and other charges (c)		2,550			—			9,987			—			—
Other expenses (d)		—			207			222			1,186			13,936
Total costs and expenses		34,978			42,663			563,445			92,914			28,372
Operating loss		(633	)		(10,908	)		(498,159	)		(23,460	)		(13,922	)
Interest expense, net		(8,399	)		(14,718	)		(30,332	)		(27,749	)		(3,098	)
Reorganization items, net (e)		(1,792	)		—			—			—			—
Change in fair value of interest rate swaps		—			—			—			(6,503	)		(9,163	)
Net loss	$	(10,824	)	$	(25,626	)	$	(528,491	)	$	(57,712	)	$	(26,183	)
Balance sheet data:
Total assets	$	110,716		$	599,453		$	111,868		$	607,473		$	651,120
Long-term debt, including current portion (f)		364,503			365,122			364,893			362,526			362,203
Member’s (deficit) capital		(338,569	)		175,120			(327,745	)		200,746			232,543

(a)	Operations commenced on November 11, 2008.
(b)	During the year ended December 31, 2010, Aliante Gaming recorded $466.5 million in non-cash impairment charges to reduce the carrying value of its property and equipment to fair value in accordance with the accounting guidance for impairment and disposal of long-lived assets.
(c)	Restructuring and other charges are comprised of expenses related to the evaluation of financial and strategic alternatives and include legal, consulting and other professional services associated with Aliante Gaming’s reorganization efforts prior to the Petition Date, including preparation for the bankruptcy filing. In addition, the year ended December 31, 2010 also included $2.5 million related to the write-off of unamortized debt issuance costs as a result of Aliante Gaming’s default on the Existing Facility and developments in restructuring negotiations with its Lenders.
(d)	Other expenses during the six months ended June 30, 2010 represent preopening expenses and loss on lease terminations. Other expenses during the years ended December 31, 2010 and 2009 represent preopening expenses, losses on lease terminations and asset disposals. Other expenses during the year ended December 31, 2008 represent preopening expenses incurred prior to opening.
(e)	Reorganization items are comprised of expenses incurred after the Petition Date including legal and advisory fees in connection with the Restructuring Transactions and the Chapter 11 Case.
(f)	Includes long-term debt of $359.6 million classified as liabilities subject to compromise at June 30, 2011.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

          Since our formation on May 11, 2011, we have had no operations. The Company was formed for the purpose of acquiring substantially all of the equity interests of Aliante Gaming pursuant to the Plan. We expect the Restructuring Transactions to be completed sometime during the fourth quarter of 2011. The Company has conducted no business other than in connection with the Chapter 11 Case and has no material assets or liabilities. Accordingly, the management’s discussion and analysis of financial condition and results of operations that follows is for the Company and Aliante Gaming on an individual basis.

ALST Casino Holdco, LLC

          Overview

          On the Effective Date, we will:

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• enter into a guarantee agreement, pursuant to which we will provide a guarantee of Aliante Gaming’s obligations under Senior Secured Credit Facility under which the Senior Secured Loans will be advanced;

• receive the Lenders’ contribution of New Aliante Equity;

• enter into the Management Agreement; and

• consummate the Restructuring Transactions.

          The Company is in the process of determining the number of Common Units it expects to have issued and outstanding upon emergence.

          Upon the Effective Date, we will adopt fresh-start reporting in accordance with ASC Topic 852 as it relates to the Plan. As a result, the value of Aliante Gaming’s assets and liabilities will be adjusted to their fair values as of the Effective Date. The historical financial results of Aliante Gaming are not indicative of our current financial condition or our future results of operations following the Effective Date. Our future results of operations will be subject to these events and other significant business, economic, regulatory and competitive uncertainties and contingencies, some of which are beyond our control. For more information regarding these anticipated changes, see “Item 15. Financial Statements and Exhibits—ALST Casino Holdco, LLC Unaudited Pro Forma Condensed Consolidated Financial Statements” included in this Registration Statement.

          Liquidity and Capital Resources

          Our cash flows will be affected by a variety of factors, many of which are outside of our control, including regulatory issues, competition, financial markets and other general business conditions. We believe that we will have sufficient liquidity through available cash and cash flow from Aliante Gaming to fund our cash requirements and capital expenditures for at least twelve months after the Effective Date. We will endeavor to fund capital expenditures for maintenance of our property through future improvements in operating results. However, we cannot assure you that we will generate sufficient income and liquidity to meet all of our liquidity requirements and other obligations as our results for future periods are subject to numerous uncertainties which may result in liquidity problems, which could affect our ability to meet our obligations while attempting to meet competitive pressures or adverse economic conditions.

          The Senior Secured Credit Facility (i) will provide for $45.0 million principal amount of Senior Secured Loans, which Senior Secured Loans will be deemed made on the Senior Secured Loan Closing Date (as defined herein) without any funding being provided to Aliante Gaming, (ii) will be secured by the Senior Secured Credit Facility Collateral, and (iii) will be guaranteed by us and by each domestic wholly-owned subsidiary of Aliante Gaming and will represent an already outstanding obligation of Aliante Gaming on the Effective Date. From the Senior Secured Loan Closing Date through the third anniversary thereof, the Senior Secured Loans will bear interest at the rate of, at the election of Aliante Gaming, either (i) 10% per annum, which interest will be added to the principal amount of the Senior Secured Loans quarterly in arrears and subsequently treated as principal of the Senior Secured Loans or (ii) six percent per annum, which interest will be payable in cash quarterly in arrears. Following the third anniversary of the Senior Secured Loan Closing Date, the Senior Secured Loans will bear interest at the rate of six percent per annum, which interest will be payable in cash quarterly in arrears. The outstanding principal amount of the Senior Secured Loans and all accrued and unpaid interest thereon will be payable on the maturity date, which shall be the earlier of the seventh anniversary of the effectiveness of the Senior Secured Credit Facility (the date of such effectiveness, the “Senior Secured Loan Closing Date”), or the acceleration of the Senior Secured Loans in accordance with the terms of the Senior Secured Credit Facility. The administrative agent under the Senior Secured Credit Facility intends to maintain a register to record the names and addresses of the Lenders and the principal amounts of the Senior Secured Loans owing to such Lenders. Unless specifically requested by a Lender, Aliante Gaming does not intend to issue physical notes evidencing the Senior Secured Loans.

          The Senior Secured Credit Facility will include customary covenants and mandatory prepayments for these types of financings. The Senior Secured Credit Facility will not contain any financial covenants or ratios. The Senior Secured Loans may be prepaid in certain minimum amounts without the payment of any prepayment premium or fee.

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          Results of Operations

          Since our formation on May 11, 2011, we have had no operations.

          Off-Balance Sheet Arrangements

          We currently do not have any off-balance sheet obligations.

          Tabular Disclosure of Contractual Obligations

          We currently do not have any contractual obligations.

Aliante Gaming

          Overview

          Aliante Gaming owns and operates the Aliante Station Casino + Hotel located in North Las Vegas, Nevada, a full-service casino and hotel offering high quality accommodations, gaming, dining, entertainment, retail and other resort amenities. Aliante Gaming’s revenues are primarily derived from gaming revenues, which include revenues from slot machines and table games. Gaming revenues are generally defined as gaming wins less gaming losses. Their largest component of gaming revenues is from their slot machines. Promotional allowances consist primarily of complimentary food and beverages furnished to customers. Upon redemption, the retail value of such services is included in the respective revenue classifications and is then deducted as promotional allowances. Aliante Gaming calculates income from operations as net revenues less total operating costs and expenses. Income from operations represents only those amounts that relate to their operations and excludes interest income, interest expense and other non-operating income and expenses.

          Aliante Gaming considers various performance measures in assessing financial condition and results of operation including fluctuations in revenues, expenses and margins as compared to prior periods and internal plans. Additionally, Aliante Gaming measures changes in selling, general and administrative expenses as a percent of net revenue, which indicate management’s ability to control costs. Aliante Gaming also evaluates its profitability based upon Adjusted EBITDAM, which represents earnings before interest, taxes, depreciation and amortization, management fees, preopening expenses, lease termination, loss on disposal, impairment loss, restructuring and other charges, change in fair value of interest rate swap and reorganization items, as applicable. The measures listed above are not a comprehensive list of all factors considered by Aliante Gaming in assessing its financial condition and operating performance, and we and Aliante Gaming may consider other individual measures as required by trends and discrete events arising in a specific period, but they are the key indicators.

          Aliante Gaming is a limited liability company disregarded as an entity separate from its owner for income tax purposes and as such, is a pass-through entity and is not liable for income tax in the jurisdiction in which it operates. Accordingly, a provision for income taxes is not included in Aliante Gaming’s financial statements.

          Consummation of the Plan on the Effective Date is subject to various regulatory approvals. We cannot assure you that Aliante Gaming will be successful in consummating the Plan. Please refer to our discussion under “Liquidity and Capital Resources—Cash Flows; Restructuring” for a more detailed discussion of the Chapter 11 Cases and the Restructuring Transactions.

          The following discussion and analysis should be read in conjunction with “Item 2. Financial Information—Selected Financial Data—Aliante Gaming” and “Item 15. Financial Statements and Exhibits— Aliante Gaming, LLC Unaudited Interim Condensed Financial Statements and Aliante Gaming, LLC Audited Financial Statements” included in this Registration Statement.

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Results of Operations- Six Months Ended June 30, 2011 and 2010

The following table highlights our results of operations (in thousands, except percentages, unaudited):

	Six Months Ended
	June 30,						Percent
	2011			2010			Change
Net revenues	$	34,345		$	31,755			8.2	%
Adjusted EBITDAM (i)	$	5,103		$	4,084			25.0	%
Less:
Depreciation		2,241			13,962			(83.9	)%
Management fees		999			898			11.2	%
Restructuring and other charges		2,496			(75	)		n/m
Preopening expenses		—			110			(100.0	)%
Lease termination		—			97			(100.0	)%
Operating loss		(633	)		(10,908	)		(94.2	)%
Interest expense, net		(8,399	)		(14,718	)		(42.9	)%
Reorganization items, net		(1,792	)		—			100.0	%
Net loss	$	(10,824	)	$	(25,626	)		(57.8	)%

(i) EBITDA, earnings before interest, taxes, depreciation and amortization, is a widely used measure of operating performance in the gaming industry and is a principal basis for the valuation of gaming companies. Aliante Gaming has traditionally adjusted EBITDA when evaluating its property operating performance because it believes that the inclusion or exclusion of certain non-cash recurring, non-recurring items and management fees is necessary to present the most accurate measure of its property operating results and as a means to assess results period over period. Aliante Gaming refers to the financial measure that adjusts for these items as Adjusted EBITDAM. Aliante Gaming believes, when considered with measures calculated in accordance with United States Generally Accepted Accounting Principles (“GAAP”), Adjusted EBITDAM is a useful financial performance measurement for assessing its property operating performance and is used by management in making financial and operational decisions. In this regard, Adjusted EBITDAM is a key metric used by Aliante Gaming in its budgeting process, when calculating returns on investment on existing and proposed projects and in the evaluation of incentive compensation related to property management. Adjusted EBITDAM consists of net income (loss) plus interest, taxes, depreciation and amortization, management fees, preopening expenses, lease termination, loss on disposal, impairment loss, restructuring and other charges, change in fair value of interest rate swap and reorganization items, as applicable. Aliante Gaming believes that while items excluded from Adjusted EBITDAM may be recurring in nature and should not be disregarded in evaluation of its property operating performance, it is useful to exclude such items when analyzing current property results and trends compared to other periods because these items can vary significantly depending on specific underlying transactions, the ability of the property to control such items or events and may not be comparable between the periods being presented. Also, Aliante Gaming believes excluded items may not relate specifically to current property operating trends or be indicative of future results. For example, lease terminations will be significantly different in periods when Aliante Gaming terminates a lease agreement and it is not expected to be comparable period over period, nor is the amount expected to follow any particular trend from period-to-period. In addition, management fees, while recurring in nature, are based on the operating results of the property and as such, the amount of management fees will vary in each period and are not considered property operating expenses. Therefore, Aliante Gaming uses Adjusted EBITDAM as the primary measure of its property operating performance. Aliante Gaming believes that its debt stakeholders use Adjusted EBITDAM as an appropriate financial measure in determining the value of their investment. To evaluate Adjusted EBITDAM and the trends it depicts, the components should be considered. The impact of interest, taxes, depreciation and amortization, management fees, preopening expenses, lease termination, loss on disposal, impairment loss, restructuring and other charges, change in fair value of interest rate swap and reorganization items, as applicable, each of which can significantly affect Aliante Gaming’s results of operations and liquidity, should be considered in evaluating its operating performance, and cannot be determined from Adjusted EBITDAM. Adjusted EBITDAM is used in addition to and in conjunction with GAAP measures and should not be considered as an alternative to net income (loss), or any other GAAP operating performance measure. To compensate for the inherent limitations of the disclosure of Adjusted EBITDAM, Aliante Gaming provides relevant disclosure of its depreciation and amortization, interest and other items in its reconciliations to GAAP financial measures and financial statements, all of which should be considered when evaluating Aliante Gaming’s performance. In addition, it should be noted that not all gaming companies that report Adjusted EBITDAM or adjustments to such measures may calculate Adjusted EBITDAM or such adjustments in the same manner as Aliante Gaming, and therefore, Aliante Gaming’s measure of Adjusted EBITDAM may not be comparable to similarly titled measures used by other gaming companies.

     The following table highlights the various sources of revenues and expenses for Aliante Gaming’s operations as compared to the prior year period (in thousands, except percentages, unaudited):

	Six Months Ended
	June 30,						Percent
	2011			2010			Change
Casino revenues		25,821			23,807			8.5	%
Casino expenses		11,868			11,150			6.4	%
Margin		54.0	%		53.2	%
Food and beverage revenues		6,605			5,938			11.2	%
Food and beverage expenses		5,244			4,023			30.4	%
Margin		20.6	%		32.2	%
Room revenues		3,046			2,815			8.2	%
Room expenses		1,004			971			3.4	%
Margin		67.0	%		65.5	%
Other revenues		1,603			1,743			(8.0	)%
Other expenses		300			303			(1.0	)%
Margin		81.3	%		82.6	%
Selling, general and administrative expenses		10,772			11,149			(3.4	)%
Percent of net revenue		31.4	%		35.1	%

     Casino. Casino revenues increased 8.5% to $25.8 million for the six months ended June 30, 2011 as compared to $23.8 million for the six months ended June 30, 2010. The $2.0 million increase in casino revenues is due primarily to a 8.2% increase in slot revenues. Casino expenses increased 6.4% to $11.9 million for the six months ended June 30, 2011 as compared to $11.2 million for the six months ended June 30, 2010, primarily as a result of a net increase of $0.5 million in promotional and complimentary expenses.

     Food and Beverage. Food and beverage revenues increased 11.2% to $6.6 million for the six months ended June 30, 2011 as compared to $5.9 million for the prior year period, primarily as a result of revenues from Il Vino Cucina & Wine Bar which opened in June 2010. The number of restaurant guests served for the six months ended June 30, 2011 increased 78% compared to the prior year period, primarily as a result of a significant decrease in buffet prices which increased customer traffic to the buffet in addition to the opening of Il Vino Cucina & Wine Bar. Food and beverage expenses increased $1.2 million or 30.4% for the six months ended June 30, 2011 compared to the prior year period primarily due to the increase in the number of restaurant guests served.

     Room. The following table shows key information about hotel operations:

	Six Months Ended
	June 30,						Percent
	2011			2010			Change
Occupancy		90	%		85	%
Average daily rate	$	83		$	80			3.8	%
Revenue per available room	$	75		$	68			10.3	%

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          The room occupancy rate and average daily room rate for the six months ended June 30, 2011 increased compared to the same period in the prior year, primarily due to higher revenues from group sales during the 2011 period. Room expenses increased for the six months ended June 30, 2011 compared to the same period in the prior year primarily due to the increased occupancy level.

          Other Revenues and Expenses. Other revenues primarily include income from leased outlets, the gift shop, and entertainment. Other revenues decreased by $0.1 million or 8.0% during the six month ended June 30, 2011 as compared to the same period in the prior year, primarily as a result of decreased rents earned from leased outlets. Other expenses decreased 1% for the same period.

          Selling, General and Administrative (“SG&A”). Selling, general and administrative expenses decreased 3.4% to $10.8 million for the six months ended June 30, 2011, compared to $11.1 million for the six months ended June 30, 2010. SG&A expenses as a percentage of revenue were 31.4% for the six months ended June 30, 2011, compared to 35.1% for the prior year period.

          Adjusted EBITDAM. Adjusted EBITDAM increased 25.0% to $5.1 million for the six months ended June 30, 2011, compared to $4.1 million for the six months ended June 30, 2010 as a result of the factors discussed above for casino, food and beverage, room, other revenues and expenses and SG&A. The Adjusted EBITDAM margin was 14.9% for the six months ended June 30, 2011, compared to 12.9% for the same period in the prior year.

          Depreciation. Depreciation expense was $2.2 million for the six months ended June 30, 2011, a decrease of $11.7 million, from $14.0 million for the six months ended June 30, 2010. The decrease in depreciation expense was the result of asset impairment charges taken at the end of 2010 which significantly reduced the total carrying value of Aliante Gaming’s depreciable assets.

          Restructuring and Other Charges. Restructuring and other charges were $2.6 million for the six months ended June 30, 2011 and are comprised of expenses related to the evaluation of financial and strategic alternatives and include legal, consulting and other professional services associated with Aliante Gaming’s reorganization efforts prior to the Petition Date, including preparation for the bankruptcy filing.

          Operating Loss. As a result of the factors discussed above, operating loss was $0.6 million for the six months ended June 30, 2011, compared to an operating loss of $10.9 million for the six months ended June 30, 2010.

          Interest Expense. Interest expense was $8.4 million for the six months ended June 30, 2011, compared to $14.7 million for the six months ended June 30, 2010. The decrease in interest expense was primarily a result of the bankruptcy filing on April 12, 2011. As a result of the bankruptcy filing, Aliante Gaming did not accrue for or make any interest payments on the Existing Facility subsequent to the Petition Date as it was classified as liabilities subject to compromise.

          Reorganization Items. Reorganization items were $1.8 million for the six months ended June 30, 2011 and are comprised of expenses incurred after the Petition Date including legal and advisory fees in connection with the Restructuring Transactions and the Chapter 11 Case.

          Net Loss. As a result of the factors discussed above, net loss for the six months ended June 30, 2011 was $10.8 million, compared to a net loss of $25.6 million recorded for six months ended June 30, 2010.

Results of Operations- Year Ended December 31, 2010 and 2009

          The following table highlights our results of operations (in thousands, except percentages, unaudited):

	Year Ended
	December 31,						Percent
	2010			2009			Change
Net revenues	$	65,286		$	69,454			(6.0	)%
Adjusted EBITDAM (i)	$	7,808		$	7,227			8.0	%
Less:
Depreciation		27,873			27,608			1.0	%
Management fees		1,853			1,893			(2.1	)%
Preopening expenses		116			150			(22.7	)%
Lease termination		98			560			(82.5	)%
Loss on disposal		8			476			(98.3	)%
Impairment loss		466,500			—			100.0	%
Restructuring and other charges		9,519			—			100.0	%
Operating loss		(498,159	)		(23,460	)		2,023.4	%
Interest expense, net		(30,332	)		(27,749	)		9.3	%
Change in fair value of interest rate swaps		—			(6,503	)		(100.0	)%
Net loss	$	(528,491	)	$	(57,712	)		815.7	%

(i) EBITDA, earnings before interest, taxes, depreciation and amortization, is a widely used measure of operating performance in the gaming industry and is a principal basis for the valuation of gaming companies. Aliante Gaming has traditionally adjusted EBITDA when evaluating its property operating performance because it believes that the inclusion or exclusion of certain non-cash recurring, non-recurring items and management fees is necessary to present the most accurate measure of its property operating results and as a means to assess results period over period. Aliante Gaming refers to the financial measure that adjusts for these items as Adjusted EBITDAM. Aliante Gaming believes, when considered with measures calculated in accordance with United States Generally Accepted Accounting Principles (“GAAP”), Adjusted EBITDAM is a useful financial performance measurement for assessing its property operating performance and is used by management in making financial and operational decisions. In this regard, Adjusted EBITDAM is a key metric used by Aliante Gaming in its budgeting process, when calculating returns on investment on existing and proposed projects and in the evaluation of incentive compensation related to property management. Adjusted EBITDAM consists of net income (loss) plus interest, taxes, depreciation and amortization, management fees, preopening expenses, lease termination, loss on disposal, impairment loss, restructuring and other charges, change in fair value of interest rate swap and reorganization items, as applicable. Aliante Gaming believes that while items excluded from Adjusted EBITDAM may be recurring in nature and should not be disregarded in evaluation of its property operating performance, it is useful to exclude such items when analyzing current property results and trends compared to other periods because these items can vary significantly depending on specific underlying transactions, the ability of the property to control such items or events and may not be comparable between the periods being presented. Also, Aliante Gaming believes excluded items may not relate specifically to current property operating trends or be indicative of future results. For example, lease terminations will be significantly different in periods when Aliante Gaming terminates a lease agreement and it is not expected to be comparable period over period, nor is the amount expected to follow any particular trend from period-to-period. In addition, management fees, while recurring in nature, are based on the operating results of the property and as such, the amount of management fees will vary in each period and are not considered property operating expenses. Therefore, Aliante Gaming uses Adjusted EBITDAM as the primary measure of its property operating performance. Aliante Gaming believes that its debt stakeholders use Adjusted EBITDAM as an appropriate financial measure in determining the value of their investment. To evaluate Adjusted EBITDAM and the trends it depicts, the components should be considered. The impact of interest, taxes, depreciation and amortization, management fees, preopening expenses, lease termination, loss on disposal, impairment loss, restructuring and other charges, change in fair value of interest rate swap and reorganization items, as applicable, each of which can significantly affect Aliante Gaming’s results of operations and liquidity, should be considered in evaluating its operating performance, and cannot be determined from Adjusted EBITDAM. Adjusted EBITDAM is used in addition to and in conjunction with GAAP measures and should not be considered as an alternative to net income (loss), or any other GAAP operating performance measure. To compensate for the inherent limitations of the disclosure of Adjusted EBITDAM, Aliante Gaming provides relevant disclosure of its depreciation and amortization, interest and other items in its reconciliations to GAAP financial measures and financial statements, all of which should be considered when evaluating Aliante Gaming’s performance. In addition, it should be noted that not all gaming companies that report Adjusted EBITDAM or adjustments to such measures may calculate Adjusted EBITDAM or such adjustments in the same manner as Aliante Gaming, and therefore, Aliante Gaming’s measure of Adjusted EBITDAM may not be comparable to similarly titled measures used by other gaming companies.

          The following table highlights the various sources of revenues and expenses for Aliante Gaming’s operations as compared to the prior year:

	Year Ended December 31,
	2010			2009			Percent Change
(in thousands, except percentages)
Casino revenues		49,378			52,709			(6.3	)%
Casino expenses		23,669			26,992			(12.3	)%
Margin		52.1	%		48.8	%
Food and beverage revenues		12,609			13,388			(5.8	)%
Food and beverage expenses		8,850			8,018			10.4	%
Margin		29.8	%		40.1	%

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	Year Ended December 31,
	2010			2009			Percent Change
Room revenues		5,575			5,597			(0.4	)%
Room expenses		1,944			2,140			(9.2	)%
Margin		65.1	%		61.8	%
Other revenues		3,241			3,684			(12.0	)%
Other expenses		560			760			(26.3	)%
Margin		82.7	%		79.4	%
Selling, general and administrative expenses		21,987			24,317			(9.6	)%
Percent of net revenue		33.7	%		35.0	%

          Casino. Casino revenues decreased 6.3% to $49.4 million for the year ended December 31, 2010 compared to $52.7 million for the year ended December 31, 2009. The $3.3 million decrease in casino revenues is due primarily to a 5.1% decrease in slot revenues. Casino expenses decreased 12.3% to $23.7 million for the year ended December 31, 2010 as compared to $27.0 million for the year ended December 31, 2009, primarily due to a net decrease of 14.5% million in promotional and complimentary expenses, as well as a decrease in other casino expenses of 11.5% which resulted from cost efficiency efforts.

          Food and Beverage. Food and beverage revenues decreased 5.8% to $12.6 million for the year ended December 31, 2010 compared to $13.4 million for the year ended December 31, 2009, primarily as a result of a 5.4% decrease in the number of restaurant guests for the year ended December 31, 2010 compared to the prior year. Food and beverage expenses increased $0.8 million or 10.4% for the year ended December 31, 2010 compared to the prior year period primarily due to an increase in food and beverage-related commodity prices.

          Room. The following table shows key information about hotel operations:

	Year Ended
	December 31,						Percent
	2010			2009			change
Occupancy		85	%		91	%
Average daily rate	$	78		$	72			8.3	%
Revenue per available room	$	66		$	66			—

          Room occupancy decreased for the year ended December 31, 2010 as compared to the year ended December 31, 2009, and the average daily room rate for the year ended December 31, 2010 increased for the year ended December 31, 2010 as compared to the year ended December 31, 2009. Revenue per available room remained steady at $66 for the years ended December 31, 2010 and 2009. Room expenses decreased for the year ended December 31, 2010 compared to the prior year primarily due to the decrease in occupancy.

          Other Revenues and Expenses. Other revenues primarily include income from leased outlets, the gift shop, and entertainment, and totaled $3.2 million for the year ended December 31, 2010 compared to $3.7 million for the year ended December 31, 2009. Other expenses decreased $0.2 million for the same period.

          Selling, General and Administrative (“SG&A”). Selling, general and administrative expenses decreased 9.6% to $22.0 million for the year ended December 31, 2010, compared to $24.3 million for the year ended December 31, 2009. SG&A expenses as a percentage of revenue decreased to 33.7% for the year ended December 31, 2010, compared

29

to 35.0% for the prior year. The decrease in SG&A expenses was primarily the result of various cost reductions across the SG&A departments.

          Adjusted EBITDAM. Adjusted EBITDAM increased 8.0% to $7.8 million for the year ended December 31, 2010, compared to $7.2 million for the year ended December 31, 2009 as a result of the factors discussed above for casino, food and beverage, room, other revenues and expenses and SG&A. The Adjusted EBITDAM margin was 12.0% for the year ended December 31, 2010, compared to 10.4% for the prior year.

          Depreciation. Depreciation expense increased slightly to $27.9 million for the year ended December 31, 2010 compared to $27.6 million for the prior year as a result of additions to depreciable assets.

          Impairment Loss. During the year ended December 31, 2010, Aliante Gaming determined that indicators of asset impairment existed as a result of its ongoing losses and the events of default on its Existing Facility. As a result, Aliante Gaming reviewed substantially all of its long-lived assets for impairment at December 31, 2010 and recognized impairment charges totaling $466.5 million to reduce the carrying value of its property and equipment to fair value.

          Restructuring and Other Charges. Restructuring and other charges primarily represent advisory and legal fees associated with the Restructuring Transactions and the Chapter 11 Case incurred prior to the Petition Date. Subsequent to the Petition Date, such costs will be classified as reorganization items in accordance with authoritative accounting guidance. In addition, the year ended December 31, 2010 also included $2.5 million related to the write-off of unamortized debt issuance costs.

          Operating Loss. As a result of the factors discussed above, Aliante Gaming’s operating loss was $498.2 million for the year ended December 31, 2010, compared to an operating loss of $23.5 million for the year ended December 31, 2009.

          Interest Expense. Interest expense for the year ended December 31, 2010 increased to $30.3 million compared to $27.7 million for the year ended December 31, 2009. The increase is primarily due to an increase in the interest rate applicable to Aliante Gaming’s Existing Facility during 2010 as a result of events of default.

          Net Loss. As a result of the factors discussed above, net loss for the year ended December 31, 2010 was $528.5 million, compared to a net loss of $57.7 million for year ended December 31, 2009.

Results of Operations- Year Ended December 31, 2009 and 2008

          Aliante Gaming began operations in November 2008 therefore a comparison of annual results for the years ended December 31, 2009 and 2008 is not meaningful.

          Liquidity and Capital Resources

Cash Flows Restructuring

          Aliante Gaming is currently operating as a debtor in possession under Chapter 11 of the Bankruptcy Code. The Plan will not be fully implemented until the Effective Date. Pursuant to the Plan certain payments will be made on or shortly after the Effective Date, including payment of allowed priority claims, certain allowed secured claims and allowed general unsecured claims, as described in the Plan and the Disclosure Statement to Accompany the Plan filed with the Bankruptcy Court on the Petition Date.

          The Effective Date is also subject to the satisfaction or waiver of the following conditions: (i) the Bankruptcy Court will have entered an Order satisfactory to Aliante Gaming and certain Lenders; (ii) the Bankruptcy Court will have authorized the assumption and/or rejection of certain contracts of Aliante Gaming; (iii) all documents necessary to implement the transactions contemplated by the Plan shall be in form and substance reasonably acceptable to Aliante Gaming and certain Lenders; (iv) all actions necessary to implement the Plan shall have been effected; and (v) all material consents, actions, documents, certificates and agreements necessary to implement the Plan, including regulatory approvals shall have been obtained, effected, executed and delivered to the required parties.

          Starting on June 19, 2009, several defaults occurred under the Existing Facility due to missed interest and principal payments and failure to make certain payments under the Swap Agreement. All of these defaults remain uncured. Aliante Gaming notified the administrative agent under the Existing Facility that Aliante Gaming failed to make a payment on account of accrued interest under the Existing Facility

30

that was scheduled to be made on June 17, 2009, which constituted an event of default thereunder. Due to the occurrence and continuation of events of default, the amounts outstanding under the Existing Facility and the Swap Agreement are immediately due and payable, subject to an automatic stay of any action to collect, assert or recover a claim against Aliante Gaming under applicable bankruptcy law. Based on the filing of the Chapter 11 Case, the entire balance outstanding under the Existing Facility and all of the amounts outstanding under the Swap Agreement are included in liabilities subject to compromise in the Plan in an aggregate principal amount of not less than $378,091,591, plus all interest accrued and unpaid thereon as of the Effective Date, and all unpaid fees, costs, expenses and other charges, claims and obligations (including indemnification claims) required to be paid or reimbursed, as applicable, pursuant to the Existing Facility and the Swap Agreement. Aliante Gaming classifies liabilities subject to compromise separately from its current and noncurrent liabilities that are not subject to compromise.

          Prior to the filing of the Chapter 11 Case, interest accrued on borrowings under the Existing Facility based on a floating rate. This floating rate was based upon a variable interest rate (a base rate or LIBOR, at Predecessors’ option) plus a spread that is dictated by a leverage ratio (“leverage grid-based spread”). From June 2009 through and after the Petition Date Predecessors did not make payments in connection with the Existing Facility, other than certain adequate protection payments, as provided in the Stipulation and Order (A) Authorizing Aliante Gaming, LLC Use of Cash Collateral and (B) granting Adequate Protection to the Lenders.

          Predecessor expects to fund existing operations and capital needs during the restructuring from operating cash flow and cash on hand, although that may be insufficient. Predecessor’s cash and cash equivalents at June 30, 2011 was $10.8 million. Capital expenditures for the six months ended June 30, 2011 were $0.4 million and Predecessor expects to spend an additional $1.1 million during the remainder of 2011. There can be no assurance that Predecessor’s cash flow will be adequate to meet anticipated working capital requirements and capital expenditures for existing operations.

Six Months Ended June 30, 2011

          For the six months ended June 30, 2011, operating activities provided $1.7 million in cash flows on $10.8 million in net losses compared to cash provided by operating activities of $3.3 million on $25.6 million in net losses for the six months ended June 30, 2010. The $1.6 million decrease in cash flows from operating activities resulted primarily from $0.7 million in cash used for reorganization items and other operating uses of cash, primarily changes in net working capital.

          For the six months ended June 30, 2011, Aliante Gaming used net cash of $0.4 million for investing activities which related to capital expenditures. Capital expenditures for the remainder of 2011 are anticipated to be approximately $1.1 million, consisting primarily of maintenance capital expenditures. However, to the extent that Aliante Gaming’s results of operations do not provide sufficient cash, some of the planned capital expenditures may be delayed in order to preserve short-term liquidity.

          For the six months ended June 30, 2011, Aliante Gaming used net cash of $0.4 million for financing activities representing principal payments on a capital lease arrangement. For the six months ended June 30, 2010, cash provided by financing activities was $0.4 million, primarily representing proceeds of $3.0 million from a letter of credit drawn down by Aliante Gaming’s insurance carrier, offset by debt issuance costs of $2.2 million and principal payments of $0.4 million on its capital lease arrangement. The proceeds from the letter of credit were placed in a restricted cash account representing collateral held by the insurance carrier. There were no distributions to the Member during the six months of June 30, 2011. Aliante Gaming does not expect to make cash payments for distributions to the Member for the remainder of 2011.

Year Ended December 31, 2010

          For the year ended December 31, 2010, Aliante Gaming used $0.6 million in cash flows for operating activities on $528.5 million in net losses compared to cash used in operating activities of $17.8 million on $57.7 million in net losses for the year ended December 31, 2009. The $17.3 million decrease in cash flows used in operating activities resulted primarily from a decrease of $23.3 million in cash paid for interest in 2009 offset by other operating uses of cash, primarily representing changes in net working capital.

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          For the year ended December 31, 2010, investing activities provided $0.9 million in cash flows which included capital expenditures of $0.4 million. For the year ended December 31, 2010, financing activities provided $2.4 million in cash flows of which $3.0 million was related to borrowings under a letter of credit offset by $0.6 million in debt payments.

Off-Balance Sheet Arrangements

          The following table summarizes our anticipated obligations and commitments subsequent to the Effective Date (in thousands):

	Payments Due by Period
			Less than						After
	Total		1 year		1 - 3 years		4 - 5 years		5 years
Contractual obligations:
Senior Secured Credit Facility (a)	$	45,000	$	—	$	—	$	—	$	45,000
Estimated interest payments on Senior Secured Credit Facility (b)		18,900		2,700		5,400		5,400		5,400
Assumed debt (c)		4,645		1,079		2,157		756		653
Total contractual cash obligations	$	68,545	$	3,779	$	7,557	$	6,156	$	51,053

(a)	The outstanding principal amount of the Senior Secured Loans and all accrued and unpaid interest thereon will be payable on the maturity date, which shall be the earlier of the seventh anniversary of the effectiveness of the Senior Secured Credit Facility (the date of such effectiveness, the “Senior Secured Loan Closing Date”), or the acceleration of the Senior Secured Loans in accordance with the terms of the Senior Secured Credit Facility.
(b)	Pursuant to the Senior Secured Credit Facility, the Company may elect the Senior Secured Loans bear interest at the rate of, either (a) 6% per annum, as calculated above, payable in cash or (b) 10% per annum, which interest will be added to the principal amount of the Senior Secured Loans quarterly in arrears and subsequently treated as principal of the Senior Secured Loans. Following the third anniversary of the Senior Secured Loan Closing Date, the Senior Secured Loans will bear interest at the rate of six percent per annum, which interest will be payable in cash quarterly in arrears. If Aliante Gaming were to elect the Senior Secured Loans to bear interest at 10% per annum for the first three years, interest on the Senior Secured Credit Facility which would be added to the principal would be approximately $4.7 million for payments due less than one year and $10.8 million for payments due in years one to three and Aliante Gaming would pay interest of $7.3 million for payments due in years four to five and $7.3 million for payments due after five years.
(c)	Assumed debt includes principal and interest payments on equipment financing and special improvements district assessment.

          As of December 31, 2010, Aliante Gaming has no off-balance sheet arrangements.

          The following table summarizes Aliante Gaming’s contractual obligations and commitments as of December 31, 2010 (in thousands):

	Payments Due by Period
			Less than						After
	Total		1 year		1 - 3 years		4 - 5 years		5 years
Contractual obligations:
Long term debt (a)	$	364,893	$	360,440	$	1,727	$	2,050	$	676
Estimated interest payments(b)		26,381		26,121		101		120		39
Total contractual cash obligations	$	391,274	$	386,561	$	1,828	$	2,170	$	715

(a)

The total represents all of Aliante Gaming’s outstanding long-term debt at December 31, 2010 which includes $359,628 in outstanding principal under the Existing Facility, exclusive of accrued interest and accrued expenses. In accordance with the Plan, each of the Lenders will receive, on account, and in full satisfaction of its claims against Aliante Gaming, its pro rata share of (a) the New Equity which will be contributed to the Company in exchange for our Common Units and (b) 100% of the Senior Secured Credit Facility.

(b)

Interest is estimated based on the outstanding balance and interest rate as of December 31, 2010.

Inflation

          Aliante Gaming does not believe that inflation has had a significant impact on its revenues, results of operations or cash flows in the last three fiscal years.

Critical Accounting Policies

          The preparation of our and Aliante Gaming’s financial statements requires management to adopt accounting policies and make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The Company and Aliante Gaming prepare financial statements in conformity with accounting principles generally accepted in the United States of America. Our business and industry is highly regulated. The majority of our revenue is counted in the form of cash, chips and tokens and therefore is not subject to any significant or complex estimation procedures.

          Aliante Gaming has determined that the following accounting policies and related estimates are critical to the preparation of its financial statements:

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          Property and Equipment and Other Long-Lived Assets

          Aliante Gaming has a significant investment in long-lived property and equipment. Significant accounting policies that affect the reported amounts for these assets include the determination of the assets’ estimated useful life and evaluation of the assets’ recoverability. Aliante Gaming estimates useful lives for property and equipment based on historical experience and estimates of products’ commercial lives. Should the actual useful life of an asset differ from the estimated useful life, future operating results could be positively or negatively affected. Aliante Gaming reviews useful lives, obsolescence, and assesses commercial viability of these assets periodically.

          Property and equipment are initially recorded at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the term of the capitalized lease, whichever is less. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred.

          Aliante Gaming must make estimates and assumptions when accounting for capital expenditures. Whether an expenditure is considered a maintenance expense or a capital asset is a matter of judgment. Aliante Gaming classifies items as maintenance capital to differentiate replacement type capital expenditures such as a new slot machine from investment type capital expenditures to drive future growth such as an expansion of its property. In contrast to normal repair and maintenance costs that are expensed when incurred, items classified as maintenance capital are expenditures necessary to keep the Casino at its current level and are typically replacement items due to the normal wear and tear of property and equipment as a result of use and age. Aliante Gaming’s depreciation expense is highly dependent on the assumptions made by management about assets’ estimated useful lives. Aliante Gaming determines the estimated useful lives based on its experience with similar assets, engineering studies and estimates of the usage of the asset. Whenever events or circumstances occur which change the estimated useful life of an asset, Aliante Gaming accounts for the change prospectively.

          Aliante Gaming assesses the recoverability of long-lived assets when circumstances indicate that the carrying amount of an asset may not be fully recoverable. Aliante Gaming evaluates its property and equipment and other long-lived assets for impairment in accordance with ASC Topic 360, Impairment or Disposal of Long-Lived Assets. For assets to be held and used, Aliante Gaming reviews fixed assets for impairment whenever indicators of impairment exist. If an indicator of impairment exists, Aliante Gaming compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model or market comparables, when available. For assets to be disposed of, Aliante Gaming recognizes the asset to be sold at the lower of carrying value or fair value less costs of disposal. Fair value for assets to be disposed of is generally estimated based on comparable asset sales, solicited offers or a discounted cash flow model.

          Slot Club Programs

          Aliante Gaming participates in Station’s Boarding Pass and Amigo Club player rewards programs (the “Programs”) which allow customers to redeem points earned from their gaming activity at all Station properties including Aliante Gaming for complimentary slot play, food, beverage, rooms, entertainment and merchandise. At the time redeemed, the retail value of complimentaries under the Programs is recorded as revenue with a corresponding offsetting amount included in promotional allowances. The cost associated with complimentary food, beverage, rooms, entertainment and merchandise redeemed under the Programs is recorded in casino costs and expenses on Aliante Gaming’s statements of operations.

          Under the Programs, customers are able to accumulate points over time that they may redeem at their discretion under the terms of the Programs. The estimated cost to provide points is expensed as the points are earned and is included in casino costs and expenses in the statements of operations. To arrive at the estimated cost associated with outstanding points under the Programs, various estimates and assumptions are made regarding incremental costs of the benefits, historical breakage/forfeiture rates and an estimate of the mix of goods and services Aliante Gaming believes, based on past customer redemption patterns, will be redeemed.

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          Derivative Instruments

          From time to time Aliante Gaming enters into derivative instruments, typically in the form of interest rate swaps, in order to manage interest rate risks associated with its current and future borrowings. Aliante Gaming has adopted the accounting guidance for derivative instruments and hedging activities, as amended, to account for its interest rate swaps. The accounting guidance requires Aliante Gaming to recognize its derivative instruments as either assets or liabilities in its balance sheet at fair value. The accounting for changes in fair value (i.e. gains or losses) of a derivative instrument agreement depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. Additionally, the difference between amounts received and paid under such agreements, as well as any costs or fees, is recorded as a reduction of, or an addition to, interest expense as incurred over the life of the agreement.

          For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) and the ineffective portion is recorded in the statement of operations. Derivative instruments that are designated as fair value hedges and qualify for the “shortcut” method under accounting for derivative instruments and hedging activities, as amended, are allowed an assumption of no ineffectiveness. As such, there is no impact on the statement of operations from the changes in the fair value of the hedging instrument. Instead, the fair value of the instrument is recorded as an asset or liability on the balance sheet with an offsetting adjustment to the carrying value of the related debt. For those derivative instruments that are not designated as hedges for accounting purposes, the change in fair value is recorded in the statement of operations in the period of change.

          Fluctuations in interest rates can cause the fair value of derivative instruments to change each reporting period, which could have a significant impact on the financial statements.

          Income Taxes

          Aliante Gaming is a limited liability company disregarded as an entity separate from its owner for income tax purposes and as such, is a pass-through entity and is not liable for income tax in the jurisdiction in which it operates. Accordingly, a provision for income taxes is not included in Aliante Gaming’s financial statements.

Recently Issued Accounting Standards

     In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”), which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Aliante Gaming is currently evaluating ASU 2011-04 and has not yet determined the impact the adoption will have on its financial statements.

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          A variety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of such proposed standards would have on our financial statements.

Quantitative and Qualitative Disclosures About Market Risk

          Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. As primarily all of our debt on the Effective Date will consist of the Senior Secured Loans, which accrue interest at a fixed-rate pursuant to the Senior Secured Credit Facility, we will not have exposure to interest rate risk. If additional debt is incurred to refinance the Senior Secured Loans or otherwise, future earnings and cash flow may be affected by changes in interest rates.

Fresh-Start Reporting

          Upon consummation of the Plan, the accounting for Aliante Gaming’s assets and liabilities, as reported in the subsequent financial statements of the Company, may materially change. As of the Effective Date, we anticipate that we will be required to adopt fresh-start reporting in accordance with ASC Topic 852. Under fresh-start reporting a new reporting entity is deemed created, and generally all assets and liabilities are revalued to their fair values. Certain of these values may differ materially from the values recorded on the condensed balance sheet as of June 30, 2011 included elsewhere in this Registration Statement. Additionally, the Company’s results of operations after the application of fresh-start reporting will not be comparable to Aliante Gaming’s results of operations for the previous periods. The Company may also choose to make other changes in accounting practices and policies as of the Effective Date. For all these reasons, the Company’s consolidated financial statements for periods subsequent to the Effective Date will not be comparable to Aliante Gaming’s prior periods.

ITEM 3. PROPERTIES.

          The Company does not currently own any property; however, upon the Effective Date, we expect to acquire, and indirectly own through Aliante Gaming, the land and building on which the Casino is located in North Las Vegas, Nevada. Substantially all of the property that we will own following the consummation of the Restructuring Transactions will be subject to liens to secure borrowings under the Senior Secured Credit Facility.

          The Casino is an approximately 700,000 square foot casino and hotel facility situated on approximately 40 acres that Aliante Gaming owns within the 1,905 acre Aliante master-planned community. The property lies between three of the main thoroughfares that run through the master-planned community Elkhorn Road to the north, the Las Vegas Beltway to the South and North Aliante Parkway to the west, See “Item 1. Business—Narrative Description of Business of Aliante Gaming” for a further description of the facility.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

          The Company was created to acquire the equity interests in Aliante Gaming in connection with the Restructuring Transactions. We have not yet issued any equity securities. In accordance with the Restructuring Transactions, on the Effective Date, we will acquire all of the equity interests of Aliante Gaming from the Lenders in exchange for our Common Units and our guarantee of Aliante Gaming’s Senior Secured Loans. See “Item 1. Business—Chapter 11 Reorganization.” We cannot say with certainty at this time the amount of Common Units that will be held by any Lender upon issuance on the Effective Date, it is expected that three holders will beneficially own greater than approximately 10% of the Common Units of the Company while four holders will beneficially own greater than approximately five percent of the Company’s Common Units as of the Effective Date.

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	Percentage of
	Outstanding
Name and Address	Common Units(1)
Apollo ALST Holdco, LLC(2)	Greater than 10%
North LV Holdco LLC(3)	Greater than 10%
TPG ALST Holdco L.L.C.(4)	Greater than 10%
Merrill, Lynch, Pierce, Fenner & Smith(5)	Greater than 5%
Credit Agricole Leasing (USA), Corp.(6)	Greater than 5%
Halcyon Master Fund L.P.(7)	Greater than 5%
NYBEQ LLC(8)	Greater than 5%

(1)	We have not yet issued any membership interests.
(2)	The address of Apollo ALST Holdco, LLC is c/o Apollo Management, L.P., 9 West 57th Street, 43rd Floor, New York, 10019. Apollo ALST Holdco, LLC is an affiliate of Apollo Management, L.P.
(3)	The address of North LV Holdco LLC is 650 Madison Avenue, 23rd Floor, New York, NY 10022. North LV Holdco LLC is an affiliate of Standard General LP.
(4)	The address of TPG ALST Holdco L.L.C. is 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102. TPG ALST Holdco L.L.C. is an affiliate of TPG Capital L.P.
(5)	The address of Merrill, Lynch, Pierce, Fenner & Smith is 214 N. Tryon St., NC1-027-15-01, Charlotte, NC 28255, Attn: Information Manager.
(6)	The address of Credit Agricole Leasing (USA), Corp. is 1301 Avenue of the Americas, New York, NY 10019-6022.
(7)	The address of Halcyon Master Fund L.P. is Walkers SPV, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002 Cayman Islands.
(8)	The address of NYBEQ LLC is c/o Natixis 9 West 57th Street, 15th Floor, New York, NY 10019. NYBEQ LLC is an affiliate of Natixis.

ITEM 5. MANAGERS AND EXECUTIVE OFFICERS.

          Pursuant to the terms of the Operating Agreement, our Board of Managers shall initially be comprised of four members designated as follows: (i) the three Lenders who are a holders of greater than 10% of our Common Units are each entitled to designate up to one individual to serve on the Board of Managers; and (ii) the Lenders who are holders of less than 10% of our Common Units are entitled to vote on the election of one individual to serve on the Board of Managers.

          The Company has appointed currently has no executive officers. In accordance with the terms of the Operating Agreement, the Board of Managers may appoint executive officers at any time. The Company anticipates appointing Mr. Soohyung Kim as Chief Executive Officer and Mr. Nicholas Singer as Chief Financial Officer. The Company anticipates appointing an asset manager (the “Asset Manager”) to meet with the manager weekly and the Board of Managers monthly regarding the operations of Aliante Gaming. The Asset Manager will have no authority to make final decisions on behalf of the Board of Managers with respect to operating plans, budgets and other matters pertaining to Aliante Gaming unless the Board of Managers provides written notice to the manager that the Asset Manager has such authority.

          Set forth below are the names, ages, positions, and biographical information of our managers and executive officer.

Name	Age		Position
Soohyung Kim		36	Manager, Chief Executive Officer, Secretary
James Coulter		52	Manager
Ellis Landau		67	Manager
Eugene Davis		56	Manager
Nicholas Singer		32	Chief Financial Officer, Assistant Secretary

          Mr. Kim is the Co-Chief Investment Officer of Standard General. Mr. Kim was formerly Director of Research and Founding Partner of Cyrus Capital Partners. Prior to that, he was a Principal at Och-Ziff Capital Management where he helped launch its fixed income business. Before joining Och-Ziff in 1999, he was an analyst on the proprietary trading desk at Bankers Trust Company. Mr. Kim is a member of the Board of Directors of New Young Broadcasting and a member of the Board of Directors of Greenwich House. He graduated with an A.B. from the Wilson School of Public and International Affairs at Princeton University. Mr. Kim’s qualifications to serve on our Board of Managers include his operating and leadership experience as Co-Chief Investment Officer in an investment firm. Through his involvement with Standard General he has provided leadership to companies that have been in distressed and turn-around situations and are undergoing dramatic changes. He brings to our Board of Managers extensive experience in finance, business development, mergers and acquisitions and business restructuring and integration.

          James Coulter is a Founding Partner of TPG Capital, L.P. (“TPG”), one of the world’s largest private equity firms. TPG is a leading private investment firm managing in excess of $48 billion in assets in more than 35 countries. Mr. Coulter serves as a member on numerous corporate and charitable boards; including Lenovo, J. Crew, Neiman Marcus, Creative Artist Agency, IMS Health, and the Vincraft Group. Mr. Coulter is a 1982 Phi Beta Kappa, summa cum laude graduate of Dartmouth College. In 1986, Mr. Coulter received an MBA from the Stanford Graduate School of Business, where he was named an Arjay Miller Scholar. Mr. Coulter’s qualifications to serve on our Board of Managers include his operating and leadership experience as co-founder in a private equity firm. Through his involvement with TPG he has provided leadership to companies that have been in distressed and turn-around situations and are undergoing dramatic changes. He brings to our Board of Managers extensive experience in finance, business development, mergers and acquisitions and business restructuring and integration.

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     In 2006, Mr. Landau retired as Executive Vice President and Chief Financial Officer of Boyd Gaming Corporation, a position he held since he joined the company in 1990. Mr. Landau previously worked for Ramanda Inc., later known as Aztar Corporation, where he served as its Vice President and Treasurer, as well as U-Haul International in Phoenix and the Securities and Exchange Commission in Washington, D.C. From 2007 to 2011, Mr. Landau was a member of the Board of Directors of Pinnacle Entertainment, Inc., a leading gaming company. He served as Chairman of the Audit Committee and as a member of its Nominating and Governance Committee, and on its Compliance Committee. Other areas of support include his alma mater, Brandeis University, Jewish Federation of Las Vegas, the Make-A-Wish Foundation, and the United Way of Southern Nevada. He received his Bachelor of Arts in economics from Brandeis University in 1965 and his M.B.A. in finance from Columbia University Business School in 1967. He served in the United States Army Reserve from 1967 to 1973. Mr. Landau has served as a member of the board of directors of a national gaming company and an executive officer of another gaming company and will bring his experience in the industry to our Board of Managers. Mr. Landau as achieved success in the personal field and has demonstrated integrity and high personal and professional ethics, sound business judgment, and willingness to devote the time to his duties as director, in order to contribute to the Company’s overall corporate goals.

     Eugene I. Davis has served as the Chairman of the Board of U.S. Concrete, Inc. since 2010. Mr. Davis has served as Chairman and Chief Executive Officer of Pirinate Consulting Group, L.L.C., a privately-held consulting firm specializing in crisis and turn-around management and strategic advisory services for public and private business entities, since 1999. Prior to joining Pirinate Consulting, Mr. Davis was Chief Operating Officer of Total-Tel USA Communications, Inc., President of Emerson Radio Corp. and Chief Executive Officer of Sport Supply Group, Inc. Mr. Davis has served as director for numerous public and private companies across various industries. Mr. Davis currently serves on the boards of Atlas Air Worldwide Holdings, Inc., Dex One Corporation, GSI Group, Inc., Global Power Equipment Group Inc. and Spectrum Brands, Inc. Mr. Davis holds a Bachelor of Arts from Columbia College, a Masters of International Affairs in International Law and Organization from the School of International Affairs of Columbia University and a Juris Doctorate from the Columbia University School of Law. Mr. Davis has substantial public board experience and expertise in the corporate governance arena acquired through his service on a number of public company boards. As a result of these and other professional experiences, coupled with his strong leadership qualities, Mr. Davis possesses particular knowledge and experience in the areas of strategic planning, mergers and acquisitions, finance, accounting, capital structure and board practices of other corporations.

     Nicholas Singer is the co-managing member of Standard General LP. Mr. Singer was formerly a Founding Partner of Cyrus Capital Partners. Prior to that, he was a Principal at Och-Ziff Capital Management where he focused on both equity and fixed income investments. Before joining Och-Ziff in 2002, he was a distressed securities analyst on the High Yield Trading Desk at Goldman Sachs. From 2000 to 2001 he was an analyst in their Principal Investment Area. Mr. Singer served as a member of the Board of Directors of Aquila from 2005 through their $2.8 billion acquisition by Great Plains Energy in 2008. He graduated summa cum laude with a B.S. in Economics from the Wharton School and a B.A.S. in Electrical Engineering from the School of Engineering and Applied Science of the University of Pennsylvania. Mr. Singer will bring experience in finance and readership of companies that have been in distressed situations to the Company as Chief Financial Officer.

ITEM 6. EXECUTIVE COMPENSATION.

     The Board of Managers will have the authority to appoint officers and fix their compensation in accordance with the terms of the Operating Agreement. We currently pay no compensation to the individuals expected to comprise our Board of Managers or to any executive officers. The compensation payable to our executive officers following the Effective Date has not yet been determined.

     The Board of Managers does not yet have any committees. In accordance with terms of the Operating Agreement, following the Effective Date, no member of the Board of Managers is entitled to receive remuneration for services rendered or goods provided to the Company for their services, except with respect to any Manager who is employed by the Company. However, the Company shall reimburse the Board of Managers for all reasonable travel and accommodation expenses incurred in connection with meeting of the Board of Managers.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Lenders

     Under the Plan, the Company expects to enter into the Senior Secured Credit Facility with Aliante Gaming, Wilmington Trust FSB, as administrative agent, and the lenders named therein, which will be holders of our Common Units. As discussed in “Item 1. Business — Chapter 11 Reorganization” the Senior Secured Credit Facility will consist of $45.0 million of Senior Secured Loans on the Effective Date. In addition, it is expected that affiliates of the Lenders will own 100% of the Common Units. In addition, pursuant to the Operating Agreement the Lenders will have the right to designate up to four individuals to serve on the Company’s Board of Managers. The members of our Board of Managers that are designated by the Lenders could be deemed to have a material direct or indirect interest in the Senior Secured Credit Agreement by virtue of their relationship with the Lenders. For a further discussion of the Senior Secured Credit Facility see “Item 1A. Risk Factors — We expect to have significant indebtedness upon the Effective Date”, “Item 1A. Risk Factors — Our indebtedness will impose restrictive covenants on us that will limit our flexibility in operating our business and may adversely affect our ability to compete or engage in favorable business or financing activities.” and “Item 2. Financial Information — Management’s Discussion and Analysis of Financial Condition and Results of Operation — ALST Casino Holdco, LLC — Liquidity and Capital Resources” For a further discussion of the Operating Agreement see “Item 5. Managers and Executive Officers” and “Item 11. Description of the Registrant’s Securities to be Registered.”

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Manager Independence

     We intend to form committees of our Board of Managers and satisfy the independence requirements applicable to us following the Effective Date. Although we do not yet have any policies or procedures for the review, approval or ratification of transactions with related persons, we intend to implement such policies and procedures following the Effective Date.

ITEM 8. LEGAL PROCEEDINGS.

     The Company is not a party to any litigation.

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED EQUITY HOLDER MATTERS.

     (a) Market Information

     We have not yet issued any Common Units. Therefore, there is currently no established public trading market for our Common Units, and there are no plans, proposals, arrangements or understandings with any person with regard to the development of a trading market in our Common Units. On the Effective Date, there will be outstanding Common Units. We have not agreed with any security holder to register any of our Common Units for sale by any security holder. Our Common Units are being issued pursuant to the Plan, and none of our Common Units is being publicly offered by us.

     (b) Holders

     We have not yet issued any Common Units. On the Effective Date, we anticipate that there will be approximately 13 holders of record of our Common Units.

     (c) Distributions

     We do not make, and do not anticipate making in the foreseeable future, any distributions on our Common Units. We expect that the Senior Secured Credit Facility will restrict our ability to declare or make distributions on our Common Units.

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.

     We have not yet issued any securities.

ITEM 11. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED.

     The securities to be registered are the membership interests of the Company, referred to in this Registration Statement as “Common Units.” The rights of the Common Units will be set forth in the Operating Agreement. The following description of the rights of holders of Common Units is a summary and is qualified in its entirety by reference to the Operating Agreement, which we intend to enter into on the Effective Date.

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Rights to Receive Allocations of Net Income and Loses; Distributions; Distributions in Liquidation

     Holders of Common Units share proportionally in the net income or loss of the Company and are entitled to receive distributions from the Company. Upon liquidation, the holders of Common Units may be entitled to any remaining assets of the Company after accounting for (i) the costs and expenses of the winding up, liquidation and termination of the Company, (ii) payment to creditors of the Company, and (iii) the necessary reserves that have been established to meet any and all contingent and unforeseen liabilities or obligations of the Company.

Voting Rights

     The Common Units are the only membership interests of the Company with voting rights. Holders of Common Units are entitled to one vote for each Common Unit held. Each holder of at least 10% of the Common Units is entitled to designate one manager to the Board of Managers of the Company. All holders of less than 10% of the Common Units are entitled to vote on the election of one manager to the Board of Managers of the Company. All holders of Common Units are entitled to vote on any and all matters that would require the approval of members of a limited liability organized under the laws of the State of Delaware and on certain specified matters requiring the approval of holders of at least two-thirds of the outstanding Common Units.

Management of the Company

     The Company is managed by the Board of Managers which has exclusive and complete authority and discretion to manage the operations and affairs of the Company and to make all decisions regarding the business of the Company. Any action authorized by the Board of Managers will constitute an act of and serve to bind the Company. Authorized actions by the Board of Managers requires an affirmative vote of a majority of the directors present at a meeting at which at least a majority of the entire Board of Managers is present.

Transfer Restrictions

     The transfer of Common Units to a transferee that (i) would result in such transferee holding 10% or more of the then outstanding Common Units held by all members (other than to a transferee that holds greater than 10% of the outstanding Common Units on the Effective Date) or (ii) is not an institutional investor, a person that operates in the gaming industry or holds a controlling stake in another person that operates in the gaming industry, will be ineffective without the consent of the Board of Managers (except to one or more permitted transferees).

     Additionally, no transfer of all or any portion of a membership interest in the Company may be made unless the following conditions have been met:

• Transferor has delivered a fully executed copy of all documents relating to the transfer and the transferee (i) agrees to be bound by the terms of the Operating Agreement and the agreement governing the registration rights of holders of Common Units (the “Registration Rights Agreement”) and (ii) the transferee pays reasonable fees determined by the Board of Managers;

• The parties to the transfer have complied with all applicable gaming laws and any requirements imposed by any applicable gaming authority;

• Prior to a public offering of the Common Units, the transfer will not alter or terminate the Company’s current federal income tax treatment;

• Prior to a public offering of the Common Units, the transfer will not require the filing of a registration statement under the applicable federal, state or non-United States securities laws by the Company;

• The transfer will not cause the Company to be an investment company required to be registered under the Investment Company Act of 1940, as amended;

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• The transfer will not violate applicable federal, state or non-United States securities laws, rules or regulations;

• The transferee has obtained all necessary gaming licenses; and

• The transfer is not made to a person who lacks the legal right, power or capacity to own the Common Units.

     All transfers of Common Units are subject to the approval of the gaming authorities in Nevada.

Amendments to Operating Agreement

     Subject to certain limited exceptions, the Operating Agreement can only be amended by a vote of a majority of the Board of Managers and by a vote of members holding at least two-thirds of the total outstanding Common Units and cannot be amended to disproportionately and adversely affect the interests of any member without prior consent of each holder of Common Unit disproportionately adversely affected.

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Operating Agreement provides that the Company shall indemnify and hold harmless present and former members or managers (and any officers, directors, shareholders, partners, equity holders, parents, agents, employees, representatives and affiliates of any manager or member) from and against any loss, claim, fine, penalty, damage or liability and any amounts expended in settlement of any claims, suffered or sustained by them, by reason of any acts, omissions or alleged acts or omissions arising out of their activities on behalf of the Company or otherwise in connection with the business of the Company, the fact that such person is serving at the request of the Company or any other acts, omissions or alleged acts or omissions arising out of their activities on behalf of the Company or otherwise in connection with the business of the Company, to the extent not reimbursed by insurance or other coverage if such person acted or omitted to act in good faith and in the belief that such acts or omissions were in the best interests of the Company and such acts, omissions or alleged acts or omissions upon which such actual or threatened action, proceeding or claims are based were not a result of fraud, gross negligence or willful misconduct by such indemnified party.

     In addition, the Operating Agreement provides that expenses (including attorneys’ fees) incurred by such indemnified party in connection with investigating, preparing to defend or defending any threatened, pending or completed lawsuit, action, investigation, suit or proceeding shall be paid by the Company upon receipt by the Company of an undertaking from such indemnified party; provided that if it is finally judicially determined that such indemnified party is not entitled to indemnification, then such party shall promptly reimburse the Company for any reimbursed or advanced expenses.

     The Operating Agreement provides the Company with the power to purchase insurance on behalf of the indemnified parties against liabilities asserted against the indemnified parties and arising out of the indemnified parties’ status as such.

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     See “Item 15. Financial Statements and Exhibits.”

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

     None.

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.

     Since our formation in May 2011, we have had no operations. We were formed for the purpose of acquiring substantially all of the equity interests of Aliante Gaming pursuant to its joint plan of reorganization under the Bankruptcy Code. We expect the reorganization of Aliante Gaming to be completed sometime during the fourth quarter of 2011. Accordingly, the audited and unaudited interim financial statements that follow are for Aliante Gaming.

     (a) Financial Statements:

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A. Aliante Gaming, LLC Audited Financial Statements
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets as of December 31, 2010 and 2009	F-2
Statements of Operations for Years Ended December 31, 2010, 2009 and 2008	F-3
Statements of Member’s (Deficit) Capital as at December 31, 2010, 2009 and 2008	F-4
Statements of Cash Flows for Years ended December 31, 2010, 2009 and 2008	F-5
Notes to Financial Statements	F-6
B. Aliante Gaming, LLC Unaudited Interim Financial Statements
Condensed Balance Sheets—June 30, 2011 (unaudited) and December 31, 2010	F-17
Condensed Statements of Operations (unaudited)—Six Months Ended June 30, 2011 and 2010	F-18
Condensed Statements of Cash Flows (unaudited)—Six Months Ended June 30, 2011 and 2010	F-19
Notes to Condensed Financial Statements	F-20
C. ALST Casino Holdco, LLC Unaudited Pro Forma Condensed Consolidated Financial Statements
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2011	F-30
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2011	F-31
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2010	F-32
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements	F-33

(b) Exhibits

Exhibit Number	Exhibit Description
2.1*	First Amended Prepackaged Joint Chapter 11 Plan of Reorganization for Subsidiary Debtors, Aliante Debtors and Green Valley Ranch Gaming, LLC dated May 20, 2011 with Respect to Subsidiary Debtors and Aliante Debtors.
3.1*	Articles of Organization of the Company
10.1**	Form of Amended and Restated Operating Agreement of ALST Casino Holdco, LLC.
10.2**	Form of Management Agreement between Aliante Gaming, LLC and Station Casinos, LLC.
10.3**	License Agreement between North Vally Enterprises, LLC and Aliante Gaming, LLC dated January 6, 2006.
10.4**	Form of License Agreement between Station Casinos, LLC and Aliante Gaming, LLC.
10.5**	Form of Senior Secured Credit Facility by and among Aliante Gaming, LLC, ALST Casino Holdco, LLC, the Lenders named therein and Wilmington Trust, National Association as Administrative Agent.
21.1**	List of Subsidiaries.

*    Previously Filed.

** Filed herewith.

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SIGNATURES

          Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: October 28, 2011

ALST CASINO HOLDCO, LLC
By:	/s/ Soohyung Kim
	Name:	Soohyung Kim
	Title:	Manager

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Member of Aliante Gaming, LLC:

          We have audited the accompanying balance sheets of Aliante Gaming, LLC, a Nevada limited liability company (the “Company”), as of December 31, 2010 and 2009, and the related statements of operations, member’s (deficit) capital, and cash flows for each of the three years in the period ended December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

          We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

          In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company at December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.

          The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to remain in compliance with certain financial maintenance covenants set forth in its $430 million Credit Facility and has failed to make scheduled principal or interest payments since April 2009. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters also are described in Note 1. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

/s/ Ernst & Young, LLP

Las Vegas, Nevada
March 30, 2011

F-1

ALIANTE GAMING, LLC

BALANCE SHEETS

(amounts in thousands)

	December 31,
	2010			2009
ASSETS
Current assets:
Cash and cash equivalents	$	9,919		$	7,171
Restricted cash		509			485
Receivables, net		1,099			1,121
Inventories		648			586
Prepaid expenses		2,633			2,808
Debt issuance costs, net		—			5,947
Total current assets		14,808			18,118
Property and equipment, net		90,140			585,401
Other assets, net		6,920			3,954
Total assets	$	111,868		$	607,473
LIABILITIES AND MEMBER’S (DEFICIT) CAPITAL
Current liabilities:
Current portion of long-term debt	$	360,440		$	357,437
Accounts payable		2,443			1,375
Accrued payroll and related		1,307			1,081
Accrued interest payable		48,929			20,279
Accrued expenses and other current liabilities		2,367			1,881
Interest rate swaps termination liability		15,665			15,665
Due to affiliates, net		1,063			1,157
Due to Station Casinos, Inc., net		2,946			2,763
Total current liabilities		435,160			401,638
Long-term debt, less current portion		4,453			5,089
Total liabilities		439,613			406,727
Commitments and contingencies (Note 10)
Member’s (deficit) capital:
Aliante Holding, LLC		(327,745	)		200,746
Total member’s (deficit) capital		(327,745	)		200,746
Total liabilities and member’s (deficit) capital	$	111,868		$	607,473

The accompanying notes are an integral part of these financial statements.

F-2

ALIANTE GAMING, LLC

STATEMENTS OF OPERATIONS

(amounts in thousands)

	For the year ended December 31,
	2010			2009			2008
Operating revenues:
Casino	$	49,378		$	52,709		$	11,237
Food and beverage		12,609			13,388			2,752
Room		5,575			5,597			650
Other		3,241			3,684			886
Gross revenues		70,803			75,378			15,525
Promotional allowances		(5,517	)		(5,924	)		(1,075	)
Net revenues		65,286			69,454			14,450
Operating costs and expenses:
Casino		23,669			26,992			4,829
Food and beverage		8,850			8,018			1,815
Room		1,944			2,140			379
Other		560			760			442
Selling, general and administrative		21,987			24,317			4,098
Depreciation		27,873			27,608			2,422
Management fees		1,853			1,893			451
Preopening expenses		116			150			13,936
Impairment loss		466,500			—			—
Lease termination		98			560			—
Loss on disposal		8			476			—
Restructuring and other charges		9,987			—			—
		563,445			92,914			28,372
Operating loss		(498,159	)		(23,460	)		(13,922	)
Other expense:
Interest expense, net		(30,332	)		(27,749	)		(3,098	)
Change in fair value of interest rate swaps		—			(6,503	)		(9,163	)
Net loss	$	(528,491	)	$	(57,712	)	$	(26,183	)

The accompanying notes are an integral part of these financial statements.

F-3

ALIANTE GAMING, LLC

STATEMENTS OF MEMBER’S (DEFICIT) CAPITAL

(amounts in thousands)

						Accumulated
						other			Total
	Member		Accumulated			comprehensive			member’s
	contributions		deficit			loss			capital (deficit)
Balances, December 31, 2007	$	209,000	$	(1,212	)	$	(503	)	$	207,285
Interest rate swap fair value adjustment		—		—			(462	)		(462	)
Net loss		—		(26,183	)		—			(26,183	)
Contributions from member		51,903		—			—			51,903
Balances, December 31, 2008	$	260,903	$	(27,395	)	$	(965	)	$	232,543
Interest rate swap fair value adjustment		—		—			965			965
Net loss		—		(57,712	)		—			(57,712	)
Contributions from member		24,950		—			—			24,950
Balances, December 31, 2009		285,853		(85,107	)		—			200,746
Net loss		—		(528,491	)		—			(528,491	)
Balances, December 31, 2010	$	285,853	$	(613,598	)	$	—		$	(327,745	)

The accompanying notes are an integral part of these financial statements.

F-4

ALIANTE GAMING, LLC

STATEMENTS OF CASH FLOWS

(amounts in thousands)

	For the year ended December 31,
	2010			2009			2008
Cash flows from operating activities:
Net loss	$	(528,491	)	$	(57,712	)	$	(26,183	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		27,873			27,608			2,422
Change in fair value of interest rate swap		—			6,503			9,163
Impairment loss		466,500			—			—
Amortization of debt issuance costs		1,288			1,686			1,525
Loss on lease termination		98			560			—
Loss on disposal of equipment		8			476			—
Changes in assets and liabilities:
Restricted cash		(24	)		(485	)		—
Receivables, net		22			(289	)		(832	)
Inventories and prepaid expenses		113			(1,041	)		(2,353	)
Accounts payable		970			(12,083	)		12,898
Accrued payroll and other current liabilities		712			(2,168	)		4,996
Accrued interest		28,650			19,223			12
Due to affiliates, net		(94	)		(204	)		(631	)
Due to Station Casinos, Inc., net		183			452			1,959
Other, net		1,625			(355	)		(3,293	)
Total adjustments		527,924			39,883			25,866
Net cash used in operating activities		(567	)		(17,829	)		(317	)
Cash flows from investing activities:
Capital expenditures		(408	)		(2,679	)		(379,441	)
Construction contracts payable		—			(16,097	)		(9,811	)
Proceeds from disposals of fixed assets		4			619			—
Other, net		1,352			—			—
Net cash provided by (used in) investing activities		948			(18,157	)		(389,252	)
Cash flows from financing activities:
Borrowings under Credit Facility, net		—			—			356,628
Borrowings under Letter of Credit		3,000			—			—
Contributions from member		—			24,950			51,903
Debt issuance costs		—			(2,255	)		(129	)
Debt payments		(633	)		(905	)		(63	)
Net cash provided by financing activities		2,367			21,790			408,339
Cash and cash equivalents:
Change in cash and cash equivalents		2,748			(14,196	)		18,770
Balance, beginning of year		7,171			21,367			2,597
Balance, end of year	$	9,919		$	7,171		$	21,367
Supplemental cash flow disclosures:
Cash paid for interest, net of amounts capitalized	$	445		$	23,736		$	1,588
Capital expenditures financed by debt	$	—		$	1,288		$	5,638

The accompanying notes are an integral part of these financial statements.

F-5

ALIANTE GAMING, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010

1. Summary of Significant Accounting Policies

     Nature of Operations

     Aliante Gaming, LLC, a Nevada limited liability company, is a hotel/casino resort located in North Las Vegas, Nevada, doing business as Aliante Station Casino and Hotel (the “Company”) a wholly owned subsidiary of Aliante Holding, LLC (the “Parent”). The Company commenced operations on November 11, 2008, prior to which it was a development stage enterprise. Aliante Station, LLC, a wholly owned subsidiary of Station Casinos, Inc. (“Station”) jointly developed the project on 40 acres on the northeast corner of Interstate 215 and Aliante Parkway in the Aliante master-planned community with G.C. Aliante, LLC, a wholly owned subsidiary of Greenspun Gaming, LLC which is principally owned by members of the Greenspun family. Aliante Station, LLC and G.C. Aliante, LLC (collectively, the “Members”) each hold a 50 percent ownership in the Parent.

     Overview of Recent Events and Going Concern

     As a result of recent macroeconomic conditions, including the ongoing economic downturn in the Las Vegas area and a continuation of low consumer confidence levels, the Company has experienced lower than expected operating results. Consequently, the Company has failed to (i) remain in compliance with certain financial maintenance covenants set forth in its $430.0 million credit facility (the “Facility”) (which failure began in June, 2009 and has continued since such date) and (ii) make any scheduled principal or interest payments under the Facility since April 2009. As a result of the foregoing and the occurrence of certain other events of default under the Facility, the Company is currently in default under the Facility and, consequently, the Facility is accruing interest at the default rate specified in the credit documentation governing it and the Company is not permitted to draw on the revolving line of credit under the Facility (the “Revolver”).

     Although the lenders under the Facility have not agreed to waive the aforementioned events of default or forbear from exercising remedies with respect to the same, such lenders have, to date, voluntarily abstained from taking any enforcement action under the credit documentation governing the Facility. However, there can be no assurance that the lenders under the Facility will continue to forgo the exercise of remedies with respect to such events of default. Upon due notice to the Company under the terms of the credit documentation governing the Facility, the administrative agent thereunder may, and upon instruction from lenders holding over 50% of the obligations under the Facility will, among other things (i) declare the unpaid principal amount of and accrued interest on the loans and all other obligations under the Facility immediately due and payable and (ii) cause the collateral agent under the Facility to enforce any and all liens and security interests created pursuant to the collateral documents entered into in connection with the Facility.

     Certain of the lenders under the Facility have organized into a steering committee (the “Steering Committee”) and the Company has been in discussions with the Steering Committee and its representatives concerning a restructuring of the Company’s obligations under its Facility (a “Restructuring”). On March 22, 2011, the Company launched a solicitation of approvals by the lenders under the Facility for a plan of reorganization (the “Plan of Reorganization”) in which each of the lenders under the Facility will receive its pro rata share of 100% of the equity interests in the reorganized Company and its pro rata share of a new $45 million senior secured credit facility to be entered into upon consummation of the Plan of Reorganization. If the Company obtains the requisite approvals of its lenders pursuant to the solicitation of acceptances of the Plan of Reorganization, the Company will seek confirmation of the Plan of Reorganization under chapter 11 of title 11 of the United States Code (the “Chapter 11 Case”) by the United States Bankruptcy Court for the District of Nevada in Reno, Nevada (the “Bankruptcy Court”). In addition, in connection with the proposed Restructuring the Company and the Steering Committee are in discussions with third parties regarding a management agreement relating to the operation of the

F-6

Company during the pendency of the proposed Chapter 11 Case and following the consummation of the Plan of Reorganization.

     There can be no assurance that a sufficient percentage or number of lenders under the Facility will accept the Plan of Reorganization or that the Bankruptcy Court will confirm such plan. In addition, if the Plan of Reorganization is not accepted, confirmed or consummated, there can be no assurance that the Company will be able to successfully develop, prosecute, confirm and consummate a Restructuring or plan of reorganization that is acceptable to the Company’s creditors, equity holders and other parties in interest and to the Bankruptcy Court.

     The conditions and events described above raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments, except as described below, to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty. The accompanying financial statements have classified the outstanding indebtedness related to the Facility, as well as the termination settlement amount of the interest rate swaps entered into to hedge the Facility interest rate, as current due to this uncertainty.

     In addition, on July 28, 2009, Station and certain of its subsidiaries filed voluntary petitions in the Bankruptcy Court under chapter 11 of title 11 of the United States Code. The Bankruptcy Court entered an order confirming Station’s Joint Plan of Reorganization on August 27, 2010.

     Use of Estimates

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions for items such as slot club program liability, self-insurance reserves, bad debt reserves, estimated useful lives assigned to fixed assets and asset impairment that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

     Cash and Cash Equivalents

     Cash and cash equivalents includes cash on hand, as well as investments purchased with an original maturity of 90 days or less. The Company maintains cash and cash equivalents at financial institutions that are insured by the Federal Deposit Insurance Corporation (the “FDIC”) up to $250,000. At times the balances in the accounts exceed the FDIC insured amount. The Company has not experienced any losses in such amounts and believes it is not exposed to any significant credit risk.

     Restricted Cash

     Restricted cash includes cash reserves required by regulation for race and sports book operations.

     Receivables, Net and Credit Risk

     Receivables, net consist primarily of casino, hotel and other receivables, which are typically non-interest bearing. Receivables are initially recorded at cost, and an allowance for doubtful accounts is maintained to reduce receivables to their carrying amount, which approximates fair value. The allowance is estimated based on a specific review of customer accounts, historical collection experience, the age of the receivable and other relevant factors. Accounts are written off when management deems the account to be uncollectible, and recoveries of accounts previously written off are recorded when received. Management does not believe that any significant concentrations of credit risk existed as of December 31, 2010.

     Inventories

     Inventories, which consist primarily of food and beverage items, certain supplies and retail items, are stated at the lower of cost or market, with cost being determined on a weighted-average basis.

F-7

     Fair Value of Financial Instruments

     The carrying value of the Company’s cash and cash equivalents, receivables and accounts payable approximates fair value primarily because of the short maturities of these instruments. Due to the balance under the Facility currently being in default, the Company believes it is impracticable to determine the fair value of its debt.

     Property and Equipment

     Property and equipment are initially stated at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the terms of the capitalized lease, whichever is less, beginning the month after the respective assets are placed in service. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred.

     The Company makes estimates and assumptions when accounting for capital expenditures. Whether an expenditure is considered a maintenance expense or a capital asset is a matter of judgment. The Company’s depreciation expense is highly dependent on the assumptions made about its assets estimated useful lives. The Company determines the estimated useful lives based on experience with similar assets, engineering studies and the Company’s estimate of the usage of the asset. Whenever events or circumstances occur which change the estimated useful life of an asset, the Company accounts for the change prospectively.

     The Company evaluates its property and equipment and other long-lived assets for impairment in accordance with the accounting guidance in the Impairment or Disposal of Long-Lived Assets Subsections of Accounting Standards Codification (“ASC”) Topic 360, Property, Plant and Equipment. For assets to be held and used, the Company reviews fixed assets for impairment whenever indicators of impairment exist. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment is measured based on the excess of carrying value over fair value. For property and equipment, fair value is generally based on discounted cash flow models, real estate valuation techniques, or estimated prices for similar assets, all of which utilize Level 3 inputs under ASC Topic 820, Fair Value Measurements and Disclosures. For assets to be disposed of, the Company recognizes the asset to be sold at the lower of carrying value or fair market value less costs of disposal. Fair market value for assets to be disposed of is generally estimated based on comparable asset sales, solicited offers, or a discounted cash flow model utilizing Level 3 inputs under ASC Topic 820. During the year ended December 31, 2010, the Company determined that indicators of impairment existed as a result of its ongoing losses and the default on the credit facility. As a result, the Company performed an impairment review of its long-lived assets and recorded asset impairment charges totaling $466.5 million related to its property and equipment. No impairment losses were recognized by the Company for the years ended December 31, 2009 and 2008.

     Capitalization of Interest

     The Company capitalizes interest costs associated with debt incurred in connection with major construction projects. Interest capitalization ceases once the project is substantially complete or no longer undergoing construction activities to prepare it for its intended use. When no debt is specifically identified as being incurred in connection with such construction projects, the Company capitalizes interest on amounts expended on the project at the Company’s weighted-average cost of borrowed money. No interest was capitalized during the years ended December 31, 2010 and 2009. Interest capitalized for the year ended December 31, 2008 was approximately $10.9 million.

     Debt Issuance Costs

     Debt issuance costs incurred in connection with the issuance of long-term debt are capitalized and amortized to interest expense over the expected terms of the related debt agreements on a straight-line basis, which approximates the effective-interest method. As a result of the current classification of the associated debt, debt issuance costs are included in current assets on the Company’s balance sheets as of December 31, 2009. Amortization of debt issuance costs was approximately $1.3 million, $1.7 million and $1.5 million for the years

F-8

ended December 31, 2010, 2009 and 2008, respectively. As a result of the Company’s default on the Facility and developments in restructuring negotiations with its lenders, the Company’s remaining unamortized debt issuance costs totaling $2.5 million were written off at December 31, 2010.

     Base Stock

     The initial purchase of china, glassware, silverware, uniforms and certain other operating supplies is capitalized and recorded in base stock and is included in other assets, net on the Company’s balance sheets. With the exception of uniforms, which are amortized over a 36-month period, the purchase price of all other base stock items remains in base stock until those items are replaced. Major replacement costs are capitalized and recorded in base stock and the initial purchase price is expensed.

     Preopening Expenses

     Salaries and wages, advertising costs, promotional costs, supplies, utilities and similar expenses incurred during the construction phase of new facilities are expensed as incurred. For major projects, the construction phase typically covers a period of 12 to 24 months, with the majority of preopening costs incurred in the three months prior to opening. The Company incurred preopening expenses of approximately $0.1 million, $0.2 million and $13.9 million for the years ended December 31, 2010, 2009 and 2008, respectively.

     Advertising Costs

     The cost of advertising is expensed as incurred. For the years ended December 31, 2010 and 2009, these costs totaled approximately $1.8 million and $2.4 million, respectively. For the year ended December 31, 2008, advertising costs totaled approximately $1.6 million of which approximately $0.8 million is included in preopening expense on the Company’s statements of operations.

     Derivative Instruments

     From time to time the Company enters into derivative instruments, typically in the form of interest rate swaps, in order to manage interest rate risk associated with its current and future borrowings. The Company accounts for its derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging, which requires the Company to recognize its interest rate swaps as either assets or liabilities in the balance sheets at fair value. The accounting for changes in the fair value (i.e., gains or losses) of the derivative instrument agreements depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. Additionally, the difference between amounts received and paid under such agreements as well as any costs or fees, is recorded as a reduction of, or an addition to, interest expense as incurred over the life of the agreement.

     For a derivative instrument that is designated and qualifies as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) and the ineffective portion, if any, is recorded in the statements of operations.

     For a derivative instrument that is designated as a fair value hedge and qualifies for the “shortcut” method, the accounting guidance allows for an assumption of no ineffectiveness. As such, there is no impact on the statements of operations from the change in fair value of the hedging instrument. Instead, the fair value of the instrument is recorded as an asset or liability on the balance sheet with an offsetting adjustment to the carrying value of the related debt.

     For those derivative instruments that are not designated as hedges for accounting purposes, the change in fair value is recorded in the statements of operations in the period of the change (see Note 8).

F-9

     Revenues and Promotional Allowances

     The Company recognizes as casino revenues the net win from gaming activities, which is the difference between gaming wins and losses. All other revenues are recognized as the service is provided. The Company’s Boarding Pass player rewards program (the “Program”) allows customers to redeem points earned from their gaming activity at the Company or any Station property for complimentary food, beverage, rooms, entertainment and merchandise. Upon redemption, the retail value of complimentaries under the Program is recorded as revenue with a corresponding offsetting amount included in promotional allowances. The cost associated with complimentary food, beverage, rooms, entertainment and merchandise redeemed under the Program is recorded in casino costs and expenses. The estimated departmental costs of providing such promotional allowances are included in casino costs and expenses and consist of the following (amounts in thousands):

	For the year ended December 31,
	2010		2009		2008
Food and beverage	$	5,053	$	5,472	$	1,001
Room		342		172		19
Other		83		140		11
Total	$	5,478	$	5,784	$	1,031

     The Company also records a liability for the estimated cost of the outstanding points under the Program which the Company believes will ultimately be redeemed. At December 31, 2010 and 2009, $0.6 million and $0.3 million, respectively, was accrued for the cost of anticipated Program redemptions. The estimated cost of the outstanding points under the Program is calculated based on the total number of points earned but not yet achieving necessary redemption levels, converted to a redemption value times the average cost. The redemption value is estimated based on the average number of points needed to convert to rewards. The average cost is the incremental direct departmental cost for which the points are anticipated to be redeemed. When calculating the average cost the Company uses historical point redemption patterns to determine the redemption distribution between gaming, food, beverage, rooms, entertainment and merchandise as well as potential breakage.

     Other Comprehensive Loss

     The accounting guidance for reporting comprehensive income (loss) requires companies to disclose other comprehensive income (loss) and the components of such income (loss). Comprehensive loss is the total of net loss and all other nonmember changes in equity. During 2008, the Company recorded the effective portion of the changes in fair value of its interest rate swaps as other comprehensive loss in member’s capital on the Company’s balance sheets. Comprehensive loss was computed as follows (amounts in thousands):

	For the year ended December 31,
	2010			2009			2008
Net loss	$	(528,491	)	$	(57,712	)	$	(26,183	)
Changes in fair value of interest rate swap		—			965			(462	)
Comprehensive loss	$	(528,491	)	$	(56,747	)	$	(26,645	)

     The deferred gains and losses on interest rate swaps included in accumulated other comprehensive loss at December 31, 2008 related to the Company’s interest rate swap which had been de-designated as a cash flow hedge for accounting purposes during the year ended December 31, 2008. The swaps were early terminated effective July 2, 2009, and as a result, the unamortized deferred net loss related to the interest rate swaps was transferred to earnings during the year ended December 31, 2009.

     Income Taxes

     On January 1, 2009, the Company adopted accounting standards related to accounting for uncertain income tax positions and did not record any cumulative effect adjustment to retained earnings as a result of this adoption. Under the accounting standards, the Company may recognize the tax benefit from an uncertain tax position only if it

F-10

is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50.0% likelihood of being realized upon ultimate settlement. The accounting standards also provide guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and disclosure requirements for uncertain tax positions.

     The Company is a limited liability company disregarded as an entity separate from its owner for income tax purposes and as such, is a pass-through entity and is not liable for income tax in the jurisdiction in which the Company operates. As a result, no provision for income taxes has been made in the accompanying financial statements. The direct or indirect owners are responsible for including their respective share of the Company’s taxable income in their income tax returns. Due to its status as a pass-through entity, the Company recorded no liability associated with uncertain tax positions.

     Restructuring and Other Charges

     Restructuring and other charges includes various costs incurred in connection with a possible restructuring of the Company’s indebtedness, primarily legal, consulting and other professional services, and the charge to write off the Company’s remaining unamortized debt issue costs.

     Recently Issued Accounting Standards

     In April 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-16, Entertainment—Casinos (Topic 924): Accruals for Casino Jackpot Liabilities, a consensus of the FASB Emerging Issues Task Force. This guidance clarifies that an entity should not accrue jackpot liabilities (or portions thereof) before a jackpot is won if the entity can avoid paying that jackpot. Jackpots should be accrued and charged to revenue when an entity has the obligation to pay the jackpot. The guidance applies to both base and progressive jackpots. The guidance is effective for reporting periods beginning after December 15, 2010. Since the Company’s existing accounting policy for accrual of jackpot liabilities is consistent with the new guidance, the adoption of this guidance will have no impact on the Company’s financial statements.

     In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This guidance clarifies and extends the disclosure requirements about recurring and nonrecurring fair value measurements. The guidance is effective for reporting periods beginning after December 15, 2009. Accordingly, the Company adopted the new guidance in the first fiscal quarter of 2010. The adoption of this new guidance did not have a material impact on the Company’s financial statements.

2. Receivables

     Components of receivables are as follows (amounts in thousands):

	December 31,
	2010			2009
Casino	$	29		$	90
Hotel		249			170
Other		866			899
		1,144			1,159
Allowance for doubtful accounts		(45	)		(38	)
Receivables, net	$	1,099		$	1,121

F-11

3. Property and Equipment

     Property and equipment consists of the following (amounts in thousands):

	Estimated Life		December 31,
	(years)		2010			2009
Land		—	$	8,296		$	51,233
Buildings and improvements		2-45		93,822			456,131
Furniture, fixtures and equipment		3-7		45,912			106,797
Construction in progress				—			1,269
				148,030			615,430
Accumulated depreciation and amortization				(57,890	)		(30,029	)
Property and equipment, net			$	90,140		$	585,401

          During the year ended December 31, 2010, the Company determined that indicators of impairment existed as a result of its ongoing losses and the default on the Facility. The Company therefore tested substantially all of its assets for impairment, by comparing the estimated future cash flows, on an undiscounted basis, to the carrying value of its assets. The undiscounted cash flows did not exceed the carrying value, and impairment was measured based on the excess of the assets’ carrying value over fair value. As a result, the Company’s property and equipment was written down by $466.5 million. Fair value was estimated based primarily on a discounted cash flow model utilizing Level 3 inputs under the fair value measurement hierarchy.

4. Other Assets, Net

          Other assets, net consist of the following (amounts in thousands):

	December 31,
	2010		2009
Deposits	$	4,341	$	1,306
Base stock		2,579		2,648
Other assets, net	$	6,920	$	3,954

5. Due to Affiliate

     Prior to obtaining financing related to the development of the project, the Parent paid various costs on behalf of the Company. Such costs included items such as legal fees and design costs. At December 31, 2010 and 2009, amounts payable to Parent totaled approximately $1.1 million and $1.2 million, respectively.

6. Due to Station Casinos, Inc., net

     Aliante Station, LLC, a wholly owned subsidiary of Station, is the managing member of the Company and is, subject to certain limitations set forth in the credit documentation governing the Facility, generally entitled to receive a management fee for its services of 2% of the Company’s gross revenues (as defined in the Aliante Gaming, LLC Amended and Restated operating agreement) and approximately 5% of the earnings before interest, taxes, depreciation and amortization (“EBITDA”). Management fees incurred by the Company totaled approximately $1.9 million, $1.9 million and $0.5 million for the years ended December 31, 2010, 2009 and 2008, respectively. As a result of the occurrence of certain events of default under the Facility and certain other developments, the credit documentation governing the Facility does not currently permit the Company to pay any management fees to Aliante Station, LLC, however the Company continues to accrue the management fee expense. In addition, Station provides various other shared services to the Company such as purchasing, human resources, advertising and information technology and allocates the costs of the shared services to the Company. Expenses related to these shared services totaled approximately $3.7 million, $4.2 million and $1.2 million for the years ended December 31, 2010, 2009 and 2008, respectively. The Company also occasionally buys and sells slot machines and other equipment at net book value from Station. At December 31, 2010 and 2009, amounts payable to Station totaled approximately $2.9 million and $2.8 million, respectively.

7. Long-term Debt

     Long-term debt consists of the following (amounts in thousands):

F-12

	December 31,
	2010			2009
Construction Loan, due October 5, 2012, interest at a margin above the Alternate Base Rate or LIBOR plus the interest rate margin (7.25% and 7.25% at December 31, 2010 and 2009, respectively)(a)	$	359,628		$	356,628
Equipment financing, payable in 72 monthly installments including interest at a fixed rate of 5.9%		4,248			4,824
Special Improvement District assessment, payable in 32 semi-annual installments including interest at a fixed rate of 5.8%		1,017			1,074
Total long-term debt		364,893			362,526
Current portion of long-term debt		(360,440	)		(357,437	)
Total long-term debt	$	4,453		$	5,089

(a) Percentage includes a default rate of 200 basis points

          In October 2007, the Company completed a $430.0 million credit facility with a group of banks which is secured by substantially all of the assets of the Company, and which provides for borrowings at a margin above the LIBOR rate of up to 325 basis points. The Facility is comprised of a $20.0 million revolving credit facility and a $410.0 million construction loan facility (the “Construction Loan”). On July 25, 2008, a member of the bank group was closed by the Office of the Comptroller of the Currency and the FDIC was named receiver. As a result, the available borrowings under the Revolver and Construction loan were reduced to $18.4 million and $391.1 million, respectively, which reflected the failed banks unfunded portion. The Facility required initial equity contributions from each partner of $105.0 million prior to utilization of the Facility and equity contributions for a completion guaranty, if necessary, for project costs that exceed $618.0 million exclusive of land acquisition costs and financing costs. The completion guaranty was a joint and several obligation of Station and G.C. Investments, LLC, an affiliate of G.C. Aliante, LLC and was completed in June of 2009. Proceeds from the Construction Loan were used to finance the construction and development costs associated with the development of the project. Borrowings under the Facility bear interest at a margin above the Alternate Base Rate or the Eurodollar Rate (each as defined in the Facility), as selected by the Company. The Facility contains certain financial and other covenants, including maintenance of certain Fixed Charge Ratios and Leverage Ratios, as defined in the credit agreement. The construction loan was terminated during 2009, and the revolver was terminated in August 2010 as a result of the existence of several events of default, including but not limited to, noncompliance with the covenants. In addition, the Company has not made any interest payments due on the Facility since April 14, 2009 and continues to accrue the unpaid interest including the default rate. In addition, in accordance with the terms of the Facility, the Company accrues interest on the unpaid interest at the default rate. As of December 31, 2010, the Company has failed to make interest payments on the Facility totaling $45.3 million.

          In February 2010, in anticipation of the expiration of a $3.0 million letter of credit the Company had in place to secure claims related to the construction of the property, the carrier of the Company’s insurance program drew the full amount of the letter of credit to hold as collateral. The letter of credit was issued under the Facility. This drawdown increased the principal balance outstanding under the Facility and the Company recorded an equal increase in noncurrent assets representing the collateral held by the insurance carrier.

          In addition to the initial equity contributions and the Facility, the Company entered into an equipment financing arrangement in the fourth quarter of 2008 in the amount of $5.6 million at an interest rate of 5.9%, terminating in November 2014. The agreement calls for monthly payments beginning December 1, 2008, of approximately $80,000 with a residual payment of $1.1 million to be paid in the final month.

          Scheduled maturities of long-term debt are as follows (amounts in thousands):

F-13

Years ending December 31,
2011	$	360,440
2012		838
2013		889
2014		1,974
2015		76
Thereafter		676
Total	$	364,893

          As a result of the Company’s defaults on its Facility and interest rate swaps, and in connection with the Company’s ability to continue as a going concern as discussed in Note 1, the outstanding indebtedness related to the Facility and the termination settlement liability related to the interest rate swaps entered into to hedge the Facility have been classified as current in the Company’s balance sheets at December 31, 2010 and 2009, respectively.

8. Derivative Instruments

          The Company’s objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks. To accomplish this objective, the Company primarily uses interest rate swaps as part of its cash flow hedging strategy. Interest rate swaps utilized as cash flow hedges involve the receipt of variable-rate payments in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amount. The Company does not use derivative financial instruments for trading or speculative purposes.

          As of December 31, 2008, the Company had two floating-to-fixed interest rate swaps with a notional amount of $274.0 million. These interest rate swaps were previously designated as hedging instruments, and were de-designated during the year ended December 31, 2008. Effective July 2, 2009, these swaps were terminated early and a $15.7 million liability was recorded representing the termination settlement amount. As a result of the termination, the remaining balance of deferred losses totaling $0.8 million was transferred from accumulated other comprehensive loss into earnings during 2009. The termination settlement amount of the swaps is classified as a current liability in the accompanying balance sheets as of December 31, 2010 and 2009. In accordance with the terms of the arrangement, the Company accrues interest on the unpaid termination settlement amount and the accrued unpaid interest as of the termination date at the rate of 1-month LIBOR plus 1%.

          Accumulated other comprehensive loss on the Company’s balance sheets includes deferred gains and losses related to its interest rate swaps that were previously designated as hedging instruments. At December 31, 2010 and 2009, there is no deferred loss on derivative instruments remaining in accumulated other comprehensive loss.

     The activity in deferred losses on derivatives included in accumulated other comprehensive loss is as follows (amounts in thousands):

	For the year ended
	December 31,
	2010		2009			2008
Deferred losses on derivatives included in accumulated other comprehensive loss, beginning balance	$	—	$	(965	)	$	(503	)
Losses reclassified from other comprehensive loss into operations (effective portion) in change of fair value of derivative instruments		—		—			(608	)
Losses reclassified from other comprehensive loss into operations (effective portion) in change of fair value of derivative instruments		—		176			146
Losses reclassified from other comprehensive loss into operations as a result of the discontinuance of cash flow hedges because it became probable that the original forecasted transactions would not occur		—		789			—
Deferred losses on derivatives included in accumulated other comprehensive loss, ending balance	$	—	$	—		$	(965	)

F-14

          Presented below are the effects of derivative instruments on the Company’s statement of operations (amounts in thousands):

	For the year ended
	December 31,
	2010		2009			2008
Amounts included in change in fair value of derivative instruments:
Net losses for derivatives not designated as hedging instruments	$	—	$	(5,538	)	$	(9,017	)
Losses reclassified from other comprehensive loss into operations (effective portion) in change in fair value of derivative instruments		—		(176	)		(146	)
Losses reclassified from other comprehensive loss into operations as a result of the discontinuance of cash flow hedges because it became probable that the original forecasted transactions would not occur		—		(789	)		—
Total derivative (losses) gains included in statements of operations	$	—	$	(6,503	)	$	(9,163	)

          The difference between amounts received and paid under the Company’s interest rate swap agreements, as well as any costs or fees, is recorded as a reduction of, or an addition to, interest expense as incurred over the life of the interest rate swaps. The net effect of the interest rate swaps resulted in an increase in interest expense of approximately $0.3 million, $4.9 million and $1.0 million for the years ended December 31, 2010, 2009 and 2008, respectively.

9. 401(k) Plan

     All employees of the Company who meet certain age and length of service requirements are eligible to participate in Station’s defined contribution 401(k) plan (the “Plan”). Plan participants can elect to defer before tax compensation through payroll deductions. These deferrals are regulated under Section 401(k) of the Internal Revenue Code. During 2010 and 2009, the Plan allowed employer contributions of up to 50% of the first 4% of each participating employee’s compensation, however the Company suspended employer contributions effective January 1, 2009 and therefore made no employer contributions during 2010 and 2009. The Company’s matching contribution was approximately $55,000 for the year ended December 31, 2008.

10. Commitments and Contingencies

Legal Matters

     The Company is a litigant in legal matters arising in the normal course of business. In the opinion of management, all pending legal matters are either adequately covered by insurance or, if not insured, will not have a material adverse effect on the financial position or the results of operations of the Company.

11. Leases

     The Company, as lessor, leases the majority of its restaurants and some of its entertainment outlets under leases with terms ranging from 5 to 10 years. The leases provide for annual guaranteed minimum rent and/or percentage rent that ranges from 0% to 12% of gross revenues. The majority of Company’s leases provide only for percentage rent and as a result, future minimum lease payments are insignificant. Revenue generated from these leases totaled approximately $1.6 million, $1.7 million and $0.4 million for the years ended December 31, 2010, 2009 and 2008, respectively, which is reflected in other revenues on the Company’s statements of operations. The Company recognizes percentage rent when earned. During the years ended December 31, 2010 and 2009, the Company terminated certain leases and as a result, incurred lease termination expense of $0.1 million and $0.6 million, respectively, for those years.

F-15

12. Subsequent Events

     Subsequent to December 31, 2010, the Company elected not to make an additional $7.3 million of interest payments on its Facility.

     Management has evaluated all activity of the Company through March 30, 2011, the date the financial statements were available to be issued, and concluded that no other subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements.

13. Subsequent Events (Unaudited)

     Subsequent to March 31, 2011, the Company elected not to make an additional $5.0 million of interest payments on its Facility.

     Management has evaluated all activity of the Company and concluded that no other subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements.

F-16

ALIANTE GAMING, LLC
(DEBTOR-IN-POSSESSION)

CONDENSED BALANCE SHEETS

(amounts in thousands)

	June 30,			December 31,
	2011			2010
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	10,772		$	9,919
Restricted cash		159			509
Receivables, net		1,307			1,099
Due from affiliates, net		417			—
Inventories		610			648
Prepaid expenses		2,777			2,633
Total current assets		16,042			14,808
Property and equipment, net		88,333			90,140
Other assets, net		6,341			6,920
Total assets	$	110,716		$	111,868
LIABILITIES AND MEMBERS’ DEFICIT
Current liabilities:
Current portion of long-term debt	$	814		$	360,440
Accounts payable		1,147			2,443
Accrued payroll and related		2,103			1,307
Accrued interest payable		—			48,929
Accrued expenses and other current liabilities		3,406			2,367
Interest rate swaps termination liability		—			15,665
Due to affiliates, net		—			4,009
Total current liabilities		7,470			435,160
Long-term debt, less current portion		4,061			4,453
Total liabilities not subject to compromise		11,531			439,613
Liabilities subject to compromise		437,754			—
Total liabilities		449,285			439,613
Commitments and contingencies (Note 8)
Members’ deficit:
Aliante Holding, LLC		(338,569	)		(327,745	)
Total liabilities and members’ deficit	$	110,716		$	111,868

The accompanying notes are an integral part of these condensed financial statements.

F-17

ALIANTE GAMING, LLC
(DEBTOR-IN-POSSESSION)

CONDENSED STATEMENTS OF OPERATIONS

(amounts in thousands)
(unaudited)

	For the six months ended
	June 30,
	2011			2010
Operating revenues:
Casino	$	25,821		$	23,807
Food and beverage		6,605			5,938
Room		3,046			2,815
Other		1,603			1,743
Gross revenues		37,075			34,303
Promotional allowances		(2,730	)		(2,548	)
Net revenues		34,345			31,755
Operating costs and expenses:
Casino		11,868			11,150
Food and beverage		5,244			4,023
Room		1,004			971
Other		300			303
Selling, general and administrative		10,772			11,149
Depreciation		2,241			13,962
Management fees		999			898
Restructuring and other charges		2,550			—
Preopening expenses		—			110
Lease termination		—			97
		34,978			42,663
Operating loss		(633	)		(10,908	)
Interest expense, net (contractual interest for the six months ended June 30, 2011 was $15.0 million)		(8,399	)		(14,718	)
Loss before reorganization items		(9,032	)		(25,626	)
Reorganization items, net		(1,792	)		—
Net loss	$	(10,824	)	$	(25,626	)

The accompanying notes are an integral part of these condensed financial statements.

F-18

ALIANTE GAMING, LLC
(DEBTOR-IN-POSSESSION)

CONDENSED STATEMENTS OF CASH FLOWS

(amounts in thousands)
(unaudited)

	For the six months ended
	June 30,
	2011			2010
Cash flows from operating activities:
Net loss	$	(10,824	)	$	(25,626	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		2,241			13,962
Reorganization items		1,792			—
Amortization of debt issuance costs		—			1,087
Loss on lease termination		—			97
Changes in assets and liabilities:
Restricted cash		350			(2,874	)
Receivables, net		(208	)		121
Inventories and prepaid expenses		(106	)		52
Accounts payable		(1,296	)		(92	)
Accrued payroll and other current liabilities		720			2,019
Accrued interest		8,249			14,021
Due to affiliates, net		857			331
Other, net		579			226
Total adjustments		13,178			28,950
Net cash provided by operating activities before reorganization items		2,354			3,324
Net cash used for reorganization items		(677	)		—
Net cash provided by operating activities		1,677			3,324
Cash flows from investing activities:
Capital expenditures		(434	)		(431	)
Proceeds from disposals of fixed assets		—			14
Other, net		—			(30	)
Net cash used in investing activities		(434	)		(447	)
Cash flows from financing activities:
Borrowings under letter of credit		—			3,000
Debt payments		(390	)		(404	)
Debt issuance costs		—			(2,214	)
Net cash (used in) provided by financing activities		(390	)		382
Cash and cash equivalents:
Change in cash and cash equivalents		853			3,259
Balance, beginning of year		9,919			7,171
Balance, end of period	$	10,772		$	10,430
Supplement cash flow disclosure:
Cash paid for interest	$	150		$	135

The accompanying notes are an integral part of these condensed financial statements.

F-19

ALIANTE GAMING, LLC
(DEBTOR-IN-POSSESSION)
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2011

1. Organization

     Organization

     Aliante Gaming, LLC, a Nevada limited liability company, is a hotel/casino resort located in North Las Vegas, Nevada, doing business as Aliante Station Casino + Hotel (the “Company”) a wholly owned subsidiary of Aliante Holding, LLC (the “Parent”). The Company commenced operations on November 11, 2008, prior to which it was a development stage enterprise. Aliante Station, LLC (“Aliante Station”), a wholly owned subsidiary of Station Casinos, Inc. (“Old Station”) jointly developed the project on 40 acres on the northeast corner of Interstate 215 and Aliante Parkway in the Aliante master-planned community with G.C. Aliante, LLC, a wholly owned subsidiary of Greenspun Gaming, LLC which is principally owned by members of the Greenspun Family. Aliante Station and G.C. Aliante, LLC (collectively, the “Members”) each hold a 50 percent ownership in the Parent.

     Overview of Recent Events

     As a result of recent macroeconomic conditions, including the ongoing downturn in the Las Vegas area and a continuation of low consumer confidence levels, the Company experienced lower than expected operating results. Consequently, the Company failed to (i) remain in compliance with certain financial maintenance covenants set forth in its $430.0 million credit facility (the “Facility”) and (ii) make any scheduled principal or interest payments under the Facility since April 2009. On April 12, 2011 (the “Petition Date”), the Company, together with the Parent and Aliante Station, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (the “Chapter 11 Case”), in the Bankruptcy Court to preserve their assets and the value of their estates. The Chapter 11 Case is jointly administered with certain subsidiaries of Old Station and Green Valley Ranch Gaming, LLC under the lead case In re Station Casinos, Inc., et. al. originally filed on July 28, 2009 (Jointly Administered Case No. 09-52477) (the “Station Cases”). Old Station emerged from Chapter 11 on June 17, 2011 as Station Casinos LLC (“New Station”, and collectively with Old Station, “Station”).

     On May 20, 2011, the Company, the Parent, Aliante Station and certain other affiliates of Old Station filed with the Bankruptcy Court an amended joint plan of reorganization resulting from negotiations with its lenders (the “Lenders”) under the Company’s Facility and its International Swaps and Derivatives Association master agreement (the “Swap Agreement”). On May 25, 2011 (the “Confirmation Date”), the Bankruptcy Court issued an Order Confirming Debtors’ First Amended Joint Plan of Reorganization (the “Order”), confirming the amended joint plan of reorganization, as modified by the Findings of Fact and Conclusions of Law in Support of Order Confirming Debtors’ First Amended Joint Plan of Reorganization (the “Findings of Fact”) entered contemporaneously with the Order (the amended joint plan of reorganization as modified by the Findings of Fact, the “Plan”). The Plan will become effective following the satisfaction or waiver of certain conditions set forth in the Plan (the “Effective Date”). Under the Plan, upon the Effective Date, the Company and the Lenders agree to enter into a series of restructuring transactions pursuant to which the Lenders would receive new equity and new debt of the Company, as reorganized as of the Effective Date pursuant to the Plan. See Note 3 — Voluntary Reorganization Under Chapter 11 of the Bankruptcy Code.

2. Summary of Significant Accounting Policies

     Basis of Presentation

     These financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary for a fair presentation of the results for the interim periods have been made. The results for the six months ended June 30, 2011 are not necessarily indicative of results to be expected for the full fiscal year. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the year ended December 31, 2010.

F-20

     Accounting Standards Codification (“ASC”) Topic 852, Reorganizations (“ASC Topic 852”) provides accounting guidance for financial reporting by entities in reorganization under the Bankruptcy Code including companies in chapter 11, and generally does not change the manner in which financial statements are prepared. The condensed financial statements have been prepared on a going concern basis, which assumes continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business. The Chapter 11 Case create substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed financial statements do not reflect any adjustments relating to the recoverability of assets and the classification of liabilities that might result from the outcome of these uncertainties. In addition, the plan of reorganization could materially change the amounts and classifications reported in the condensed financial statements, and the accompanying condensed financial statements do not give effect to any adjustments to the carrying values of assets or amounts of liabilities that might be necessary as a consequence of confirmation of the plan of reorganization.

     ASC Topic 852 requires that the financial statements for periods subsequent to the filing of the Chapter 11 Case distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. As a result, revenues, expenses, realized gains and losses, and provisions for losses incurred after the Petition Date that can be directly associated with the reorganization and restructuring of the business were reported separately as reorganization items in the statements of operations. ASC Topic 852 also requires that the balance sheet distinguish pre-petition liabilities subject to compromise from both those pre-petition liabilities that are not subject to compromise and from post-petition liabilities, and requires that cash used for reorganization items be disclosed separately in the statement of cash flows. The Company adopted ASC Topic 852 on April 12, 2011 and has segregated those items as outlined above for all reporting periods subsequent to such date.

     The Company’s ability to continue as a going concern is contingent upon, among other things, its ability to (i) generate sufficient cash flow from operations; and (ii) obtain confirmation of a plan of reorganization under the Bankruptcy Code. In the event the Company’s restructuring activities are not successful and it is required to liquidate, the Company will be required to adopt the liquidation basis of accounting. Under the liquidation basis of accounting, assets are stated at their estimated net realizable values and liabilities are stated at their estimated settlement amounts.

     Use of Estimates

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions for items such as slot club program liability, self-insurance reserves, bad debt reserves, estimated useful lives assigned to fixed assets and asset impairment that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

     Cash and Cash Equivalents

     Cash and cash equivalents includes cash on hand, as well as investments purchased with an original maturity of 90 days or less. The Company maintains cash and cash equivalents at financial institutions that are insured by the Federal Deposit Insurance Corporation (the “FDIC”) up to $250,000. At times the balances in the accounts exceed the FDIC insured amount. The Company has not experienced any losses in such amounts and believes it is not exposed to any significant credit risk.

     Restricted Cash

     Restricted cash includes cash reserves required by regulation for race and sports book operations.

     Receivables, Net and Credit Risk

     Receivables, net consist primarily of casino, hotel and other receivables, which are typically non-interest bearing. Receivables are initially recorded at cost, and an allowance for doubtful accounts is maintained to reduce receivables to their carrying amount, which approximates fair value. The allowance is estimated based on a specific review of customer accounts, historical collection experience, the age of the receivable and other relevant factors. Accounts are written off when management deems the account to be uncollectible, and recoveries of accounts

F-21

previously written off are recorded when received. Management does not believe that any significant concentrations of credit risk existed as of June 30, 2011.

     Inventories

     Inventories, which consist primarily of food and beverage items, certain supplies and retail items, are stated at the lower of cost or market, with cost being determined on a weighted-average basis.

     Fair Value of Financial Instruments

     The carrying value of the Company’s cash and cash equivalents, receivables and accounts payable approximates fair value primarily because of the short maturities of these instruments. The Facility is classified as liabilities subject to compromise as a result of the Chapter 11 Case and is carried at the expected amount of the allowed claims which approximates fair value.

     Property and Equipment

     Property and equipment are initially stated at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the terms of the capitalized lease, whichever is less, beginning the month after the respective assets are placed in service. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred.

     The Company makes estimates and assumptions when accounting for capital expenditures. Whether an expenditure is considered a maintenance expense or a capital asset is a matter of judgment. The Company’s depreciation expense is highly dependent on the assumptions made about its assets estimated useful lives. The Company determines the estimated useful lives based on experience with similar assets, engineering studies and the Company’s estimate of the usage of the asset. Whenever events or circumstances occur which change the estimated useful life of an asset, the Company accounts for the change prospectively.

     The Company evaluates its property and equipment and other long-lived assets for impairment in accordance with the accounting guidance in the Impairment or Disposal of Long-Lived Assets Subsections ASC Topic 360, Property, Plant and Equipment. For assets to be held and used, the Company reviews fixed assets for impairment whenever indicators of impairment exist. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment is measured based on the excess of carrying value over fair value. For property and equipment, fair value is generally based on discounted cash flow models, real estate valuation techniques, or estimated prices for similar assets, all of which utilize Level 3 inputs under ASC Topic 820, Fair Value Measurements and Disclosures. For assets to be disposed of, the Company recognizes the asset to be sold at the lower of carrying value or fair market value less costs of disposal. Fair market value for assets to be disposed of is generally estimated based on comparable asset sales, solicited offers, or a discounted cash flow model utilizing Level 3 inputs under ASC Topic 820. No impairment losses were recognized by the Company for the six months ended June 30, 2011 and 2010, respectively.

     Debt Issuance Costs

     Debt issuance costs incurred in connection with the issuance of long-term debt are capitalized and amortized to interest expense over the expected terms of the related debt agreements on a straight-line basis, which approximates the effective-interest method. As a result of the Company’s default on the Facility and developments in restructuring negotiations with its lenders, the Company’s remaining unamortized debt issuance costs totaling $2.5 million were written off at December 31, 2010.

     Base Stock

     The initial purchase of china, glassware, silverware, uniforms and certain other operating supplies is capitalized and recorded in base stock and is included in other assets, net on the Company’s balance sheets. With the exception of uniforms, which are amortized over a 36-month period, the purchase price of all other base stock items remains in base stock until those items are replaced. Major replacement costs are capitalized and recorded in base stock and the initial purchase price is expensed.

F-22

     Advertising Costs

     The cost of advertising is expensed as incurred.

     Derivative Instruments

     From time to time the Company enters into derivative instruments, typically in the form of interest rate swaps, in order to manage interest rate risk associated with its current and future borrowings. The Company accounts for its derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging, which requires the Company to recognize its interest rate swaps as either assets or liabilities in the balance sheets at fair value. The accounting for changes in the fair value (i.e., gains or losses) of the derivative instrument agreements depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. Additionally, the difference between amounts received and paid under such agreements as well as any costs or fees, is recorded as a reduction of, or an addition to, interest expense as incurred over the life of the agreement.

     For a derivative instrument that is designated and qualifies as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) and the ineffective portion, if any, is recorded in the statements of operations.

     For a derivative instrument that is designated as a fair value hedge and qualifies for the “shortcut” method, the accounting guidance allows for an assumption of no ineffectiveness. As such, there is no impact on the statements of operations from the change in fair value of the hedging instrument. Instead, the fair value of the instrument is recorded as an asset or liability on the balance sheet with an offsetting adjustment to the carrying value of the related debt.

     For those derivative instruments that are not designated as hedges for accounting purposes, the change in fair value is recorded in the statements of operations in the period of the change (see Note 6).

     Revenues and Promotional Allowances

     The Company recognizes as casino revenues the net win from gaming activities, which is the difference between gaming wins and losses. All other revenues are recognized as the service is provided. The Company’s Boarding Pass player rewards program (the “Program”) allows customers to redeem points earned from their gaming activity at the Company or any Station property for complimentary food, beverage, rooms, entertainment and merchandise. Upon redemption, the retail value of complimentaries under the Program is recorded as revenue with a corresponding offsetting amount included in promotional allowances. The cost associated with complimentary food, beverage, rooms, entertainment and merchandise redeemed under the Program is recorded in casino costs and expenses.

     The Company also records a liability for the estimated cost of the outstanding points under the Program which the Company believes will ultimately be redeemed. The estimated cost of the outstanding points under the Program is calculated based on the total number of points earned but not yet achieving necessary redemption levels, converted to a redemption value times the average cost. The redemption value is estimated based on the average number of points needed to convert to rewards. The average cost is the incremental direct departmental cost for which the points are anticipated to be redeemed. When calculating the average cost the Company uses historical point redemption patterns to determine the redemption distribution between gaming, food, beverage, rooms, entertainment and merchandise as well as potential breakage.

     Income Taxes

     The Company is a limited liability company disregarded as an entity separate from its owner for income tax purposes and as such, is a pass-through entity and is not liable for income tax in the jurisdiction in which the Company operates. As a result, no provision for income taxes has been made in the accompanying financial statements. The direct or indirect owners are responsible for including their respective share of the Company’s taxable income in their income tax returns.

F-23

     Restructuring and Other Charges

     Restructuring and other charges are comprised of expenses related to the evaluation of financial and strategic alternatives and include legal, consulting and other professional services associated with the Company’s reorganization efforts prior to the Petition Date, including preparation for the bankruptcy filing.

     Reorganization Items

     Reorganization items are comprised of expenses incurred after the Petition Date including legal and advisory fees in connection with the Restructuring Transaction and the Chapter 11 Case.

     Recently Issued Accounting Standards

     In May 2011, the FASB issued Accounting Standards Update 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”), which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. The Company is currently evaluating ASU 2011-04 and has not yet determined the impact the adoption will have on its financial statements.

3. Voluntary Reorganization Under Chapter 11 of the Bankruptcy Code

     Bankruptcy Proceedings

     On April 12, 2011, as discussed in Note 1, the Company filed a voluntary petition in the Bankruptcy Court seeking reorganization relief under the provisions of the Bankruptcy Code. The Company continues to operate its business as a debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. As a debtor-in-possession, the Company is authorized to continue to operate as an ongoing business, but may not engage in transactions outside the ordinary course of business without approval of the Bankruptcy Court after notice and an opportunity for a hearing. As a consequence of the bankruptcy filing, most litigation against the Company has been stayed.

     Under the Bankruptcy Code, certain claims against the Company in existence prior to the filing of the petition for relief under the federal bankruptcy laws are stayed while the Company continues business operations as a debtor-in-possession. Those claims are reflected as liabilities subject to compromise in the accompanying condensed balance sheet as of June 30, 2011. Additional claims (liabilities subject to compromise) may arise subsequent to the Petition Date resulting from rejection of executor contracts, including leases and from the determination by the Bankruptcy Court (or agreed by the parties in interest) of allowed claims for contingencies and other disputed amounts.

     At this time, it is not possible to predict with certainty the effect of the Chapter 11 Case on the Company’s business or various creditors, or when the Plan will be consummated. The Company’s future results depend upon the Company successfully implementing the Plan on a timely basis. In addition to the matters described in Note 1, these matters also raise substantial doubt about the Company’s ability to continue as a going concern.

     Plan of Reorganization

     Pursuant to the Plan upon the Effective Date, (i) 100% of the equity interest in the Company currently held by Parent will be cancelled and cease to be outstanding, (ii) each Lender shall receive, on account, and in full satisfaction, of its claims against the Company arising under the Facility and the Swap Agreement, its pro rata share of (a) 100% of the equity interests in the Company (the “New Aliante Equity”), which will be contributed to ALST Casino Holdco, LLC (“ALST”) in exchange for all of the issued and outstanding membership interests of ALST on the Effective Date (b) 100% of $45.0 million in aggregate principal amount of senior secured term loans of the Company (the “Senior Secured Loans”) under a new senior secured credit facility of the Company and (iii) the Facility and the Swap Agreement will be terminated (clauses (i), (ii) and (iii) referred to herein as the “Restructuring Transactions”) and (iv) each creditor holding an unsecured claim will be paid in full. It is expected that on the Effective Date, ALST will enter into a management contract with an affiliate of New Station to manage the operations of the Company. Upon the Effective Date, the Company will no longer be a wholly-owned subsidiary of Parent.

     Although the Plan was confirmed by the Bankruptcy Court on May 25, 2011, consummation of the Plan is subject to the satisfaction of certain conditions precedent, including, amongst other things, (i) the Bankruptcy Court shall have authorized the assumption and rejection of certain contracts of the Company, (ii) all documents necessary to implement the Restructuring Transactions contemplated by the Plan shall be in form and substance reasonably

F-24

acceptable to the Company, (iii) all actions necessary to implement the Plan shall have been effected, and (iv) all material consents, actions, documents, certificates and agreements necessary to implement the Plan, including necessary regulatory approvals, including but not limited to necessary approvals of the gaming authorities will have been obtained, effected, executed and delivered to the required parties.

     The Company currently expects that the Effective Date will occur in the fourth quarter of 2011, although the Company cannot assure you that the conditions to consummate the Plan will be satisfied by that date, or at all, or that the Company will be successful in implementing the Restructuring Transactions in the form contemplated by the Plan, or at all. In the event that the Effective Date does not occur, then the Plan shall be null and void in all respects. Until, on and after the Effective Date, the Company shall continue to be managed and operated consistently with the practices in place as of the commencement of the Chapter 11 Case.

     Liabilities Subject to Compromise

     Liabilities subject to compromise are certain of the liabilities of the Company incurred prior to the Petition Date. In accordance with accounting guidance for financial reporting by entities in reorganization under the Bankruptcy Code, liabilities subject to compromise are recorded at the estimated amount that is expected to be allowed as pre-petition claims in the Chapter 11 proceedings and are subject to future adjustments. Adjustments may result from negotiations, actions of the Bankruptcy Court, further developments with respect to disputed claims, rejection of executor contracts and unexpired leases, proofs of claim, implementation of the Plan or other events.

     Liabilities subject to compromise consist of the following (amounts in thousands):

	June 30, 2011
	(unaudited)
Construction Loan (Note 5)	$	359,628
Interest rate swap (Note 6)		15,665
Accrued interest (Note 5 and 6)		57,178
Due to affiliates (Note 4)		5,283
Total liabilities subject to compromise	$	437,754

     Reorganization Items

     Reorganization items for the six months ended June 30, 2011, were approximately $1.8 million which represents professional fees incurred after the Petition Date. Professional fees include financial, tax, legal, real estate and valuation services, among other items, that are directly associated with the Chapter 11 Case. Cash payments pertaining to these reorganization items amounted to approximately $0.7 million for the six months ended June 30, 2011.

4. Due to Affiliates

     Station provides various shared services to the Company such as purchasing, human resources, advertising and information technology and allocates the costs of the shared services to the Company. Expenses related to these shared services totaled approximately $1.8 million and $1.9 million for the six months ended June 30, 2011 and 2010, respectively. The Company also occasionally buys and sells slot machines and other equipment at net book value from Station. In addition, prior to obtaining financing related to the development of the hotel/casino, the Parent paid various costs including items such as legal fees and design costs. As a result of the Chapter 11 Case, approximately $5.3 million of amounts payable to affiliates have been classified as liabilities subject to compromise in the accompanying condensed balance sheet at June 30, 2011. At December 31, 2010, amounts payable to affiliates totaled approximately $4.0 million.

F-25

5. Long-term Debt

     Long-term debt consists of the following (amounts in thousands):

	June 30, 2011			December 31, 2010
	(unaudited)
Construction Loan, due October 5, 2012, interest at a margin above the Alternate Base Rate or LIBOR plus the interest rate margin (7.25% and 7.25% at June 30, 2011 and December 31, 2010, respectively)(a)	$	359,628		$	359,628
Equipment financing, payable in 72 monthly installments including interest at a fixed rate of 5.9%		3,888			4,248
Special Improvement District assessment, payable in 32 semi-annual installments including interest at a fixed rate of 5.8%		987			1,017
Total long-term debt		364,503			364,893
Less amounts subject to compromise		(359,628	)		—
Less current portion of long-term debt		(814	)		(360,440	)
Total long-term debt, net	$	4,061		$	4,453

(a) Interest rates at June 30, 2011 and December 31, 2010 include an additional 2.0% default rate.

     In October 2007, the Company completed a $430.0 million credit facility with a group of banks which is secured by substantially all of the assets of the Company, and provides for borrowings at a margin above the LIBOR rate of up to 325 basis points. The Facility is comprised of a $20.0 million revolving credit facility and a $410.0 million construction loan facility (the “Construction Loan”). On July 25, 2008, a member of the bank group was closed by the Office of the Comptroller of the Currency and the FDIC was named receiver. As a result, the available borrowings under the Revolver and Construction loan were reduced to $18.4 million and $391.1 million, respectively, which reflected the failed banks unfunded portion. The Facility required initial equity contributions from each partner of $105.0 million prior to utilization of the Facility and equity contributions for a completion guaranty, if necessary, for project costs that exceed $618.0 million exclusive of land acquisition costs and financing costs. The completion guaranty was a joint and several obligation of Old Station and G.C. Investments, LLC, an affiliate of G.C. Aliante, LLC and was completed in June of 2009. Proceeds from the Construction Loan were used to finance the construction and development costs associated with the development of the hotel/casino. Borrowings under the Facility bear interest at a margin above the Alternate Base Rate or the Eurodollar Rate (each as defined in the Facility), as selected by the Company. The Facility contains certain financial and other covenants, including maintenance of certain Fixed Charge Ratios and Leverage Ratios, as defined in the credit agreement. The construction loan was terminated during 2009, and the revolver was terminated in August 2010 as a result of the existence of several events of default, including but not limited to, noncompliance with the covenants. The Company has not made any interest payments due on the Facility since April 14, 2009 and continued to accrue the unpaid interest including the default rate through the Petition Date. In addition, in accordance with the terms of the Facility, the Company accrued interest on the unpaid interest at the default rate. As of the Petition Date, the Company had failed to make interest payments on the Facility totaling $53.5 million and are classified as liabilities subject to compromise in the accompanying condensed balance sheet at June 30, 2011.

     In February 2010, in anticipation of the expiration of a $3.0 million letter of credit the Company had in place to secure claims related to the construction of the property, the carrier of the Company’s insurance program drew the full amount of the letter of credit to hold as collateral. The letter of credit was issued under the Facility. This drawdown increased the principal balance outstanding under the Facility and the Company recorded an equal increase in noncurrent assets representing the collateral held by the insurance carrier.

     As a result of the Company’s defaults on its Facility and interest rate swaps, and in connection with the doubt about the Company’s ability to continue as a going concern as discussed in Note 1, the outstanding indebtedness related to the Facility and the termination settlement liability related to the interest rate swaps entered into to hedge the Facility have been classified as current in the Company’s balance sheet at December 31, 2010. As a result of the bankruptcy filing discussed in Note 1, claims against the Company, including those related to the Facility, have been stayed and are classified as liabilities subject to compromise in the accompanying condensed balance sheet at June 30, 2011.

F-26

     In addition to the initial equity contributions and the Facility, the Company entered into an equipment financing arrangement in the fourth quarter of 2008 in the amount of $5.6 million at an interest rate of 5.9%, terminating in November 2014. The agreement calls for monthly payments beginning December 1, 2008, of approximately $80,000 with a residual payment of $1.1 million to be paid in the final month.

6. Derivative Instruments

     The Company’s objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks. To accomplish this objective, the Company primarily uses interest rate swaps as part of its cash flow hedging strategy. Interest rate swaps utilized as cash flow hedges involve the receipt of variable-rate payments in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amount. The Company does not use derivative financial instruments for trading or speculative purposes.

     During the year ended December 31, 2009 the Company early terminated two floating-to-fixed interest rate swaps with a notional amount of $274.0 million. In accordance with the terms of the arrangement, the Company accrued interest on the unpaid termination settlement amount and the accrued unpaid interest as of the termination date at the rate of 1-month LIBOR plus 1% through the Petition Date. As a result of the bankruptcy filing discussed in Note 1, claims against the Company, including those related to the interest rate swaps, have been stayed and are classified as liabilities subject to compromise at the termination value which represents the expected amount of the allowed claim in the accompanying condensed balance sheet at June 30, 2011.

7. Management Fees

     Prior to June 17, 2011, Aliante Station was the managing member of the Company and, subject to certain limitations set forth in the credit documentation governing the Facility, was generally entitled to receive a management fee for its services of 2% of the Company’s gross revenues (as defined in the Aliante Gaming, LLC Amended and Restated operating agreement) and approximately 5% of the earnings before interest, taxes, depreciation and amortization (“EBITDA”). As a result of the occurrence of certain events of default under the Facility and certain other developments, the credit documentation governing the Facility did not permit the Company to pay any management fees to Aliante Station, however the Company continued to accrue the management fee expense.

     In connection with Old Station’s emergence from bankruptcy, New Station and the Company entered into a Transition Service Agreement (the “TSA”) on June 17, 2011, whereby New Station would provide the management services previously provided by Aliante Station for an initial period of six months with two options to extend for an additional three months. The Company or New Station may terminate the TSA at any time on ten days notice. New Station is entitled to a management fee equal to the lesser of the management fee as would have been calculated to Aliante Station, as noted above, or the sum of (i) a monthly base management fee equal to one percent of the gross revenues from Aliante Gaming and (ii) an annual incentive management fee payable quarterly equal to seven-and-one-half percent of positive EBITDA up to and including $7,500,000 and ten percent of EBITDA in excess of $7,500,000. Management fees incurred by the Company totaled approximately $1.0 million and $0.9 million for the six months ended June 30, 2011 and 2010, respectively.

8. Commitments and Contingencies

     Legal Matters

     The Company is a litigant in legal matters arising in the normal course of business. In the opinion of management, all pending legal matters are either adequately covered by insurance or, if not insured, will not have a material adverse effect on the financial position or the results of operations of the Company.

F-27

9. Subsequent Events

     Management has evaluated all activity of the Company and concluded that no other subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements.

F-28

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     The following unaudited pro forma condensed consolidated financial statements are presented to give effect to the consummation of the Plan and the implementation of the Restructuring Transactions. The unaudited pro forma condensed consolidated balance sheet and statements of operations have been derived from Aliante Gaming, LLC’s (“Aliante Gaming” or “Predecessor”) financial statements included elsewhere in this Registration Statement. Preparation of the unaudited pro forma condensed consolidated financial statements is based on estimates and assumptions deemed appropriate by the Company’s management which are set forth in the following notes.

     The unaudited pro forma condensed consolidated balance sheet as of June 30, 2011 is presented as if the implementation of the Plan and the Restructuring Transactions had occurred on June 30, 2011. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2011 and the fiscal year ended December 31, 2010 have been prepared as if the implementation of the Plan and the Restructuring Transactions had occurred on January 1, 2011 and 2010, respectively.

     The pro forma information is unaudited and is not necessarily indicative of the results that actually would have occurred if the above transactions had been consummated as of the dates indicated, nor does it purport to represent the financial position and results of operations for future periods. The pro forma adjustments are based upon currently available information and upon certain assumptions that the Company believes are reasonable. All costs and expenses not directly affected by the Restructuring Transactions, including impairment charges of $466.5 million for the year ended December 31, 2010, have not been removed in the pro forma adjustments. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with “Item 2. Financial Information—Selected Financial Data”, “Item 2. Financial Information—Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and “Item 15. Financial Statements and Exhibits” included in this Registration Statement.

F-29

ALST Casino Holdco, LLC
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2011
(in thousands)

							Pro Forma
	Predecessor						Successor
	June 30,			Pro Forma			June 30,
	2011			Adjustments			2011
ASSETS
Current assets:
Cash and cash equivalents	$	10,772		$	(2,000	) (a)	$	8,772
Restricted cash		159			—			159
Receivables, net		1,307			417	(b)		1,724
Due from affiliates, net		417			(417	) (b)		—
Inventories		610			—			610
Prepaid expenses		2,777			—			2,777
Total current assets		16,042			(2,000	)		14,042
Property and equipment, net		88,333			(29,700	) (c)		58,633
Intangible assets, net		—			2,640	(c)		2,640
Other assets, net		6,341			—			6,341
Total assets	$	110,716		$	(29,060	)	$	81,656
LIABILITIES AND MEMBERS’ (DEFICIT) CAPITAL
Current liabilities:
Current portion of long-term debt	$	814		$	—		$	814
Accounts payable		1,147			—			1,147
Accrued payroll and related		2,103			—			2,103
Accrued expenses and other current liabilities		3,406			—			3,406
Total current liabilities		7,470			—			7,470
Long-term debt, less current portion		4,061			45,000	(d)		49,061
Total liabilities not subject to compromise		11,531			45,000			56,531
Liabilites subject to compromise		437,754			(437,754	) (e)		—
Total liabilities		449,285			(392,754	)		56,531
Members’ (deficit) capital:
Members’ deficit (predecessor)		(338,569	)		338,569	(f)		—
Members’ capital (successor)		—			25,125	(g)		25,125
Total members’ (deficit) capital		(338,569	)		363,694			25,125
Total liabilities and members’ (deficit) capital	$	110,716		$	(29,060	)	$	81,656

F-30

ALST Casino Holdco, LLC
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Six Months Ended June 30, 2011
(in thousands)

							Pro Forma
	Predecessor						Successor
	Six Months						Six Months
	Ended June 30,			Pro Forma			Ended June 30,
	2011			Adjustments			2011
Operating revenues:
Casino	$	25,821		$	—		$	25,821
Food and beverage		6,605			—			6,605
Room		3,046			—			3,046
Other		1,603			—			1,603
Gross revenues		37,075			—			37,075
Promotional allowances		(2,730	)		—			(2,730	)
Net revenues		34,345			—			34,345
Operating costs and expenses:
Casino		11,868			—			11,868
Food and beverage		5,244			—			5,244
Room		1,004			—			1,004
Other		300			—			300
Selling, general and administrative		10,772			—			10,772
Depreciation and amortization		2,241			(970	) (c)		1,271
Management fees		999			(269	) (h)		730
Restructuring and other charges		2,550			—			2,550
		34,978			(1,239	)		33,739
Operating (loss) income		(633	)		1,239			606
Interest expense, net		(8,399	)		6,788	(i)		(1,611	)
Loss before reorganization items		(9,032	)		8,027			(1,005	)
Reorganization items, net		(1,792	)		—			(1,792	)
Net loss	$	(10,824	)	$	8,027		$	(2,797	)

F-31

ALST Casino Holdco, LLC
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2010
(in thousands)

							Pro Forma
	Predecessor						Successor
	Year Ended						Year Ended
	December 31,			Pro Forma			December 31,
	2010			Adjustments			2010
Operating revenues:
Casino	$	49,378		$	—		$	49,378
Food and beverage		12,609			—			12,609
Room		5,575			—			5,575
Other		3,241			—			3,241
Gross revenues		70,803			—			70,803
Promotional allowances		(5,517	)		—			(5,517	)
Net revenues		65,286			—			65,286
Operating costs and expenses:
Casino		23,669			—			23,669
Food and beverage		8,850			—			8,850
Room		1,944			—			1,944
Other		560			—			560
Selling, general and administrative		21,987			—			21,987
Depreciation and amortization		27,873			(25,335	) (c)		2,538
Management fees		1,853			(594	) (h)		1,259
Preopening expenses		116			—			116
Impairment loss		466,500			—			466,500
Lease termination		98			—			98
Loss on disposal		8			—			8
Restructuring and other charges		9,987			—			9,987
		563,445			(25,929	)		537,516
Operating loss		(498,159	)		25,929			(472,230	)
Interest expense, net		(30,332	)		27,112	(i)		(3,220	)
Net loss	$	(528,491	)	$	53,041		$	(475,450	)

F-32

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

1. Organization and Background

     Organization

     ALST Casino Holdco, LLC (the “Company,” “we”, “us”, “our” or “Successor”) is a Delaware limited liability company that was formed on May 11, 2011 to acquire substantially all of the equity interests of Aliante Gaming, LLC (“Aliante Gaming” or “Predecessor”) pursuant to its joint plan of reorganization under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”).

     To date, we have conducted no business and have no material assets or liabilities. We expect the reorganization of Aliante Gaming to be completed sometime during the fourth quarter of 2011, after which time, we will directly own all of the equity interests of Aliante Gaming in consideration for the issuance of (i) all of our membership interests (“Common Units”) to the lenders holding claims prior to Aliante Gaming’s reorganization arising from indebtedness owed under that certain credit agreement dated as of October 5, 2007 among Aliante Gaming, as borrower, and the lenders thereto, and (ii) a guarantee of a new senior secured credit facility (the “Senior Secured Credit Facility”) of Aliante Gaming.

     Chapter 11 Reorganization

     Aliante Gaming is a Nevada limited liability company formed in 2005 which owns and operates Aliante Station Casino + Hotel located in North Las Vegas, Nevada (the “Casino”), a full-service casino and hotel offering high quality accommodations, gaming, dining, entertainment, retail and other resort amenities. The Casino commenced operations on November 11, 2008. Aliante Gaming is a wholly-owned subsidiary of Aliante Holding, LLC (“Aliante Holding”) which is a 50/50 joint venture partnership between Aliante Station, LLC (“Aliante Station”), a wholly-owned subsidiary of Station Casinos, Inc. (“Old Station”) and G.C. Aliante, LLC, an affiliate of the Greenspun Corporation. Prior to June 17, 2011, Aliante Station was the managing member of Aliante Gaming.

     As a result of recent macroeconomic conditions, including the ongoing downturn in the Las Vegas area and a continuation of low consumer confidence levels, Aliante Gaming experienced lower than expected operating results. Aliante Gaming failed to (i) remain in compliance with certain financial maintenance covenants set forth in its $430.0 million credit facility (the “Existing Facility”) and (ii) make any scheduled principal or interest payments under the Existing Facility since April 2009. On April 12, 2011 (the “Petition Date”), Aliante Gaming, together with Aliante Holding and Aliante Station, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (the “Chapter 11 Case”), in the Bankruptcy Court to preserve their assets and the value of their estates. The Chapter 11 Case is jointly administered with certain subsidiaries of Old Station and Green Valley Ranch Gaming, LLC under the lead case In re Station Casinos, Inc., et. al. originally filed on July 28, 2009 (Jointly Administered Case No. 09-52477) (the “Station Cases”). Old Station emerged from Chapter 11 on June 17, 2011 as Station Casinos LLC (“New Station”, and collectively with Old Station, “Station”). In connection with Old Station’s emergence from bankruptcy, New Station and the Company entered into a Transition Service Agreement (the “TSA”) on June 17, 2011, whereby New Station would provide the management services previously provided by Aliante Station for an initial period of six month with two options to extend for an additional three months. The Company or New Station may terminate the TSA at any time on ten days notice.

     On May 20, 2011, Aliante Gaming, Aliante Holding, Aliante Station and certain other affiliates of Old Station filed with the Bankruptcy Court an amended joint plan of reorganization resulting from negotiations with its lenders (the “Lenders”) under Aliante Gaming’s Existing Facility and its International Swaps and Derivatives Association master agreement (the “Swap Agreement”). On May 25, 2011 (the “Confirmation Date”), the Bankruptcy Court issued an Order Confirming Debtors’ First Amended Joint Plan of Reorganization (the “Order”), confirming the amended joint plan of reorganization, as modified by the Findings of Fact and Conclusions of Law in Support of Order Confirming Debtors’ First Amended Joint Plan of Reorganization (the “Findings of Fact”) entered contemporaneously with the Order (the amended joint plan of reorganization as modified by the Findings of Fact, the “Plan”). The Plan will become effective following the satisfaction or waiver of certain conditions set forth in the Plan (the “Effective Date”), which are described below. Under the Plan, upon the Effective Date, Aliante Gaming and the Lenders agree to enter into a series of restructuring transactions pursuant to which the Lenders would receive new equity and new debt of Aliante Gaming, as reorganized as of the Effective Date pursuant to the Plan.

     Upon the Effective Date, (i) 100% of the equity interest in Aliante Gaming currently held by Aliante Holding will be cancelled and cease to be outstanding, (ii) each Lender shall receive, on account, and in full satisfaction, of its claims against Aliante Gaming arising under the Existing Facility and the Swap Agreement, its pro rata share of (a) 100% of the equity interests in Aliante Gaming (the “New Aliante Equity”), which will be contributed to the Company in exchange for all of our issued and outstanding Common Units on the Effective Date and (b) 100% of $45.0 million in aggregate principal amount of senior secured term loans of Aliante Gaming (the “Senior Secured Loans”) under the Senior Secured Credit Facility and (iii) the Existing Facility and the Swap Agreement will be terminated (clauses (i), (ii) and (iii) referred to herein as the “Restructuring Transactions”) and (iv) each creditor holding an unsecured claim will be paid in full. It is expected that on the Effective Date, the Company will enter into a management contract with an affiliate of New Station to manage the operations of Aliante Gaming (the “Management Agreement”). Upon the Effective Date, Aliante Gaming will no longer be a wholly-owned subsidiary of Aliante Holding.

F-33

     Following the Restructuring Transactions, we will hold all of the outstanding equity interests in Aliante Gaming making Aliante Gaming a wholly-owned subsidiary of the Company. The Lenders will be issued Common Units in exchange for their contribution of New Aliante Equity to the Company. At the time of issuance, the Lenders will enter into an amended and restated limited liability company agreement (the “Operating Agreement”) which will govern our management and operations, as well as dispositions of our Common Units. The Lenders who will be holders of greater than 10% of our Common Units following the Restructuring Transactions will be required to be registered and found suitable under applicable gaming law. We anticipate that following the Restructuring Transactions there will be three registered holders of our Common Units.

     Although the Plan was confirmed by the Bankruptcy Court, consummation of the Plan is subject to the satisfaction of certain conditions precedent, including, amongst other things, (i) the Bankruptcy Court shall have authorized the assumption and rejection of certain contracts of Aliante Gaming, (ii) all documents necessary to implement the Restructuring Transactions contemplated by the Plan, including but not limited to the Operating Agreement to be entered into upon emergence from bankruptcy and the Senior Secured Credit Facility, shall be in form and substance reasonably acceptable to Aliante Gaming, (iii) all actions necessary to implement the Plan shall have been effected, and (iv) all material consents, actions, documents, certificates and agreements necessary to implement the Plan, including necessary regulatory approvals, including but not limited to necessary approvals of the Gaming Authorities (as defined herein), will have been obtained, effected, executed and delivered to the required parties (the date upon which the actions described in clauses (i) through (iv) are completed is referred to herein as the “Effective Date”). Applications of the Company, as well as certain equity holders of the Company and their principals, have been filed with the gaming authorities in Nevada. In addition, the individuals proposed as officers and managers of the Company that are required to be licensed have submitted applications for such licenses.

     The Company currently expects that the Effective Date will occur in the fourth quarter of 2011, although the Company cannot assure you that the conditions to consummate the Plan will be satisfied by that date, or at all, or that Aliante Gaming will be successful in implementing the Restructuring Transactions in the form contemplated by the Plan, or at all. In the event that the Effective Date does not occur, then the Plan shall be null and void in all respects with respect to Aliante Gaming. Until, on and after the Effective Date, Aliante Gaming shall continue to be managed and operated consistently with the practices in place as of the commencement of the Chapter 11 Case.

2. Basis of Presentation

     In accordance with Accounting Standards Codification (“ASC”) Topic 852, Reorganizations, the Company will be required to adopt fresh-start reporting upon the Effective Date. The Company will be required to apply the provisions of fresh-start reporting to its financial statements because (i) the reorganization value of the assets of the emerging entity immediately before the date of confirmation will be less than the total of all post-petition liabilities and allowed claims and (ii) the holders of the existing voting shares of Aliante Gaming immediately before confirmation will receive less than 50% of the voting shares of the emerging entity. Under fresh-start reporting, a new reporting entity is deemed created and, generally, all assets and liabilities are revalued to their fair values.

     Fresh-start reporting generally requires resetting the historical net book value of assets and liabilities to fair value by allocating the entity’s reorganization value to its assets and liabilities pursuant to accounting guidance related to business combinations as of the Effective Date. A fair value assessment of Aliante Gaming’s assets and liabilities is currently in process and will result in amounts different from those reported on the accompanying unaudited pro forma condensed consolidated balance sheet. A valuation of these assets and liabilities is currently being performed by management and upon the Effective Date and completion of the valuation, a final allocation will be determined. The determination of the fair value of assets and liabilities is subject to significant estimation and assumptions and there can be no assurance that the estimates, assumptions and values reflected in the valuations will be realized and actual results could vary materially.

     As the Plan did not provide for a reorganization value, the Company calculated an enterprise value as part of the valuation of its assets and liabilities. The enterprise value was estimated using various valuation methods, including (i) a calculation of the present value of the future cash flows of the Company based on its financial projections; and (ii) a comparison of the Company and its projected performance to the market values of comparable companies. Based on this analysis, the Company concluded that the enterprise value of approximately $75.0 million represents an approximate reorganization value of Aliante Gaming for purposes of preparing the accompanying unaudited pro forma condensed consolidated financial statements. The reorganization value does not necessarily reflect the price that would be paid for these assets in a transaction involving a willing seller and buyer, with each party possessing full information regarding the Company and with neither party being under any compulsion to buy or sell.

F-34

     Based on the reorganization value of $75.0 million, the Company’s preliminary allocation of the fair value of the assets and liabilities is as follows (in thousands):

Current assets	$	14,042
Property and equipment		58,633
Intangible assets		2,640
Other noncurrent assets		6,341
Current liabilities less current portion of long-term debt		(6,656	)
Fair value of assets and liabilities upon emergence	$	75,000

3. Pro Forma Adjustments

(a)	—	Reflects fees to be paid upon consummation of the Restructuring Transactions.
(b)	—	Reflects the reclassification of receivables from affiliates of the Predecessor which will not be affiliates of the Company upon completion of the Restructuring Transactions.
(c)	—	Reflects pro forma adjustments to property and equipment and intangible assets as a result of the preliminary estimated fair values in connection with fresh-start reporting. The following table sets forth the estimated fair values of property and equipment and intangible assets and the aggregate pro forma adjustments based on the Company’s preliminary valuation (in thousands, except average remaining useful lives):

										Six
								Average		Months			Year
	Historical							Remaining		Ended			Ended
	Net Book		Pro Forma			Estimated		Useful		June			December 31,
	Value		Adjustment			Fair Value		Life		30, 2011			2010
	(years)
Property and equipment:
Land	$	8,296	$	(2,096	)	$	6,200		—	$	—		$	—
Building		71,860		(27,803	)		44,057		45		490			979
Land improvements		—		489			489		15		17			33
Furniture, fixtures and equipment		8,165		(290	)		7,875		6		657			1,313
Construction-in- progress		12		—			12		—		—			—
Total property and equipment	$	88,333	$	(29,700	)	$	58,633				1,164			2,325
Intangible assets:
Trademark	$	—	$	1,200		$	1,200		15		40			80
Customer relationships		—		1,400			1,400		15		47			93
Other		—		40			40		1		20			40
Total intangible assets	$	—	$	2,640		$	2,640				107			213
Pro forma depreciation and amortization expense											1,271			2,538
Less historical depreciation and amortization expense											(2,241	)		(27,873	)
Pro forma adjustment to depreciation and amortization expense										$	(970	)	$	(25,335	)

(d)	—	Reflects the Company entering into the Senior Secured Credit Facility as a result of the Plan.
(e)	—	Reflects the discharge of the Predecessor’s liabilities subject to compromise in accordance with the Plan.
(f)	—	Reflects the elimination of the Predecessor’s members’ deficit.

F-35

(g)— Reflects the issuance of Common Units in connection with the Plan which is calculated as follows:

Reorganization value	$	75,000
Less debt at fair value (including current portion)		(49,875	)
Members’ capital	$	25,125

(h)— Reflects the pro forma adjustment to management fees as a result of the Company entering into the Management Agreement with an affiliate of New Station and the elimination of the prior management agreement, calculated as follows (in thousands):

	Six Months			Year Ended
	Ended June 30,			December 31,
	2011			2010
Pro forma base management fee (i)	$	371		$	708
Pro forma incentive management fee (ii)		359			551
Total pro forma management fees		730			1,259
Less historical management fee		(999	)		(1,853	)
Pro forma management fees adjustment	$	(269	)	$	(594	)

(i) Pursuant to the terms of the Management Agreement, the Company will pay New Station a monthly base management fee equal to one percent of the gross revenues from Aliante Gaming.

(ii) Pursuant to the terms of the Management Agreement, the Company will pay New Station an annual incentive management fee payable quarterly equal to seven-and-one-half percent of positive earnings before interest, taxes, depreciation and amortization (“EBITDA”), as defined in the Management Agreement, up to and including $7,500,000 and ten percent of EBITDA in excess of $7,500,000. For the six months ended June 30, 2011 and the year ended December 31, 2010, EBITDA, as defined in the Management Agreement and subject to the incentive management fee was approximately $4.8 million and $7.3 million, respectively.

(i)— Reflects pro forma adjustments to interest expense as a result of the Company entering into the Senior Secured Credit Facility and the elimination of historical interest expense related to the Predecessor’s Existing Facility in connection with the Plan, calculated as follows (in thousands):

	Six Months			Year Ended
	Ended June 30,			December 31,
	2011			2010
Interest on Senior Secured Credit Facility at 6% (i)	$	(1,350	)	$	(2,700	)
Interest on assumed debt of the Predecessor		(223	)		(445	)
Amortization of debt issuance costs		(38	)		(75	)
Total pro forma interest expense		(1,611	)		(3,220	)
Less historical interest expense		8,399			30,332
Pro forma interest expense adjustment	$	6,788		$	27,112

(i) Pursuant to the Senior Secured Credit Facility, Aliante Gaming may elect the Senior Secured Loans bear interest at the rate of either (a) 6% per annum, as calculated above, payable in cash or (b) 10% per annum, which interest will be added to the principal amount of the Senior Secured Loans quarterly in arrears and subsequently treated as principal of the Senior Secured Loans. If Aliante Gaming were to elect the Senior Secured Loans to bear interest at 10%, interest on the Senior Secured Credit Facility would be approximately $2.3 million and $4.7 million for the six months ended June 30, 2011 and the year ended December 31, 2010, respectively.

F-36

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED

OPERATING AGREEMENT

OF

ALST CASINO HOLDCO, LLC,

A DELAWARE LIMITED LIABILITY COMPANY

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

TABLE OF CONTENTS

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

i

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

ii

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

iii

AMENDED AND RESTATED OPERATING AGREEMENT
OF
ALST CASINO HOLDCO, LLC
A DELAWARE LIMITED LIABILITY COMPANY

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

RECITALS

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

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

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

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

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

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

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

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

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

ARTICLE I

DEFINITIONS

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

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

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

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

2

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

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

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

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

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

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

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

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

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

3

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

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

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

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

4

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

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

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

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

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

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

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

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

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

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

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

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

          “Gaming Laws” means those laws pursuant to which any Gaming Authority possesses regulatory, licensing or permit authority over gaming within any jurisdiction and, within the State of Nevada, specifically, the Nevada Gaming Control Act, as codified in the Chapter 463 of the Nevada Revised Statutes, and the regulations of the Nevada Gaming Commission and Nevada State Gaming Control Board promulgated thereunder, as amended from time to time.

          “Gaming Licenses” shall mean all licenses, consents, permits, approvals, authorizations, registrations, findings of suitability, franchises and entitlements issued by any Gaming Authority necessary for or relating to the conduct of activities under the Gaming Laws.

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

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

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

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

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

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

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

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

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

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

          “IRS” means the Internal Revenue Service.

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

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

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

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

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

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

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

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

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

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

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

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

          “NYSE” means the New York Stock Exchange.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Term	Section
Acquired Units	Recitals
Agreement	Preamble
Aliante Gaming	Recitals
Asset Manager Engagement Letter	Section 4.5(a)
Board of Managers	Section 5.1
Capital Account	Section 3.6(a)
Certificate of Formation	Recitals
Company	Preamble
Covered Investor	Section 4.5(a)
Covered Person	Section 10.1
Dissolution Event	Section 9.1
Distribution	Section 6.1
Excess Tax Distribution	Section 6.2(a)
Gaming Event	Section 11.19(a)(ii)
Initial Manager	Recitals
Initial Member	Recitals
IPO Corporation	Section 7.9(b)

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Term	Section
IPO Restructuring	Section 7.9(b)
Liabilities	Section 10.1
Liquidator	Section 9.3
Manager	Section 5.2(a)
North LV HoldCo	Recitals
Notice Period	Section 7.2
Offered Units	Section 7.2
Original Agreement	Recitals
Owner License	Section 8.10
Owner Persons	Section 8.10
Parties	Preamble
Party	Preamble
Permitted Transfer	Section 7.1(a)(ii)
Plan	Recitals
Preemptive Percentage	Section 3.8(b)
Promissory Note	Section 11.19(a)(iv)
Registered Agent	Section 2.4
Registration Rights Agreement	Recitals
Restructuring	Recitals
Subscription Period	Section 3.8(a)
Tax Distribution	Section 6.2(a)
Tax Liability Amount	Section 6.2(a)
Tax Matters Member	Section 8.7(b)
Transfer	Section 7.1(a)(i)
Transfer Notice	Section 7.2
Transferring Member	Section 7.2
Unsuitable Member	Section 11.19(a)(ii)
Withholding Advances	Section 6.3(b)

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

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

ARTICLE II

ORGANIZATIONAL MATTERS

          Section 2.1 Formation.

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

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

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

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

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

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

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

          Section 2.6 Purpose and Business of the Company. Subject to the limitations on the activities of the Company otherwise specified in this Agreement, the purpose and business of the Company shall be the conduct of any business, purpose or activity that may be conducted by a limited liability company organized pursuant to the Act. In connection therewith, the Company shall have authority to engage in any lawful business, purpose or activity permitted by the Act, and it shall possess and may exercise all of the powers and privileges granted by the Act or which may be exercised by any limited liability company organized pursuant to the Act, together with any powers incidental thereto, so far as such powers or privileges are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company.

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

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

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

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

ARTICLE III

UNITS; CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS AND
PREEMPTIVE RIGHTS

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

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

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

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

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

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

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

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

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

          Section 3.6 Capital Accounts.

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

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

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

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

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

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

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

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

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

          Section 3.8 Preemptive Rights.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          Section 3.11 Incentive Units.

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

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

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

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

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

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

ARTICLE IV

MEMBERS

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

          Section 4.2 Admission of Additional Members.

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

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

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

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

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

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

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

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

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

          Section 4.4 Withdrawal or Resignation; Death of a Member.

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

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

          Section 4.5 Fiduciary Duties; Competing Activities.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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ARTICLE V

MANAGEMENT AND GOVERNANCE OF THE COMPANY

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

          Section 5.2 Board of Managers Composition.

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

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

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

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

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

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

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

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

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

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

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

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

          Section 5.7 Performance of Duties; Liability of Managers.

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

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

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

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

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

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

          Section 5.9 Reimbursement of Expenses to Managers.

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

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

          Section 5.10 Officers.

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

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

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

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

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

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

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

ARTICLE VI

DISTRIBUTIONS;
ALLOCATIONS OF NET INCOME AND NET LOSS

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

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

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

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

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

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

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

          Section 6.2 Tax Distributions.

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

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

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

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

          Section 6.3 Tax Withholding; Withholding Advances.

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

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

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

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

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

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

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

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

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

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

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

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

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

          Section 6.5 Restriction on Distributions.

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

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

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

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

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

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

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

          Section 6.7 Limitation on Allocations and Distributions to Incentive Units.

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

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

ARTICLE VII

TRANSFERS OF UNITS

          Section 7.1 Transfers.

               (a) Permitted Transfers.

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

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

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

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

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               (b) Certain Restrictions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VIII

BOOKS & RECORDS;
FINANCIAL & OTHER INFORMATION;
OTHER MATTERS

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

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

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

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

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

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

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

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

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          Section 8.2 Delivery to Members and Inspection.

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

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

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

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

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

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

          Section 8.3 Financial and Other Information.

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

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

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

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

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

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

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

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

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

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

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

          Section 8.8 Confidentiality Obligations.

               (a) Each Member agrees that from and after the date hereof until the date that is two (2) years from the date on which such Member ceases to hold any Units, all Confidential Information shall be kept confidential by such Member and its Representatives and shall not be disclosed, in whole or in part, by such Member or its Representatives in any manner whatsoever to any third party; provided, that (i) any of such Confidential Information may be disclosed (A) by a Member to its Representatives who need to be provided with such Confidential Information to assist such Member in evaluating or reviewing its investment in the Company; and (B) by a Member to its Representatives that are current or prospective partners or members of such Member or are former partners or members who retained an economic interest in such Member to the extent such disclosure is limited to customary disclosures made in the ordinary course of business by an investment fund to its current, prospective or former investors or equity holders in respect of investments made thereby, including in connection with the disposition thereof, each of which Representatives shall be deemed to be bound by the provisions of this Section 8.8 (provided, that with respect to Representatives who are partners or members of any Member, such Representatives shall instead be deemed to be bound by any confidentiality agreement or obligation with such Member having restrictions substantially similar to this Section 8.8) and such Member shall be responsible for any breach of this provision by any such Representative; (ii) any disclosure of Confidential Information may be made by a Member or its Representatives to the extent a majority of the Managers then in office consents in writing; (iii) a Member may disclose Confidential Information to a potential third party purchaser of all or any portion of such Member’s Units in connection with a potential sale of such Units; provided, that such Member shall cause such potential third party purchaser to enter into a confidentiality agreement approved by the Company (such approval not to be unreasonably withheld and in any event, shall be given by the Company to such Member at least two (2) Business Days after the Company’s approval is sought by such Member; provided, that if the Company has not explicitly approved or rejected such confidentiality agreement upon the expiration of such period, the Company shall be deemed to have approved such confidentiality agreement) and as to which the Company is an express third party beneficiary; and (iv) Confidential Information may be disclosed by any Member or its Representative to the extent that such Member or its Representative has received advice from its counsel that it is legally compelled to do so or is required to do so to comply with applicable Law or legal process or Governmental Authority request; provided, that prior to making such disclosure, such Member or Representative, as the

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case may be, shall, to the extent permitted by applicable Law and unless such disclosure is pursuant to a Governmental Authority request, use commercially reasonable efforts to preserve the confidentiality of the Confidential Information, including consulting with the Board of Managers and assisting the Company, at the Company’s expense, in seeking a protective order to prevent the requested disclosure; provided, however, that in no event shall a Member or its Representatives be required to directly initiate or participate in any legal proceedings in connection with such efforts; provided, further, that such Member of Representative, as the case may be, discloses only that portion of the Confidential Information as is, based on the advice of its counsel, legally required.

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

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

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

          Section 8.10 Termination of Management Agreement. In connection with the provision of management services by the Management Company to Aliante Gaming, a wholly-owned Subsidiary of the Company, pursuant to the Management Agreement with respect to the Hotel, any Principal Member or any of its officers, directors, managers, direct or indirect shareholders, direct or indirect partners, direct or indirect members, direct or indirect equity holders, direct or indirect parents, agents, employees, representatives or any of its Affiliates, any Manager or any Affiliate of the foregoing Persons (collectively, the “Owner Persons”) may at any time, in its sole, exclusive and nonreviewable discretion, give notice to the Company that the commencement or continuation of the Management Agreement could adversely affect one or more of the actual or potential licenses, certificates of suitability, suitability findings, permits or

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the like of one or more of the Owner Persons (an “Owner License”), whether such Owner License is, or may be, issued by the State of Nevada or any other Governmental Authority. Upon the Company’s receipt of any such notice from an Owner Person, the Company shall immediately cause Aliante Gaming to give notice to the Management Company terminating the Management Agreement pursuant to the terms set forth therein.

ARTICLE IX

DISSOLUTION AND WINDING UP

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE X

INDEMNIFICATION AND INSURANCE

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

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

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

ARTICLE XI

MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

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

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

          Section 11.13 Amendment and Waiver.

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

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

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

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

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

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

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

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

          Section 11.19 Gaming Suitability.

               (a) Mandatory Termination of Investment.

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

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

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

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

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

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

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

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

[Remainder of Page Intentionally Left Blank]

61

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

ALST CASINO HOLDCO, LLC
By:
	Name:	Soohyung Kim
	Title:	Initial Manager

Signature Page to Amended and Restated Operating Agreement of ALST Casino Holdco, LLC

NORTH LV HOLDCO, LLC
By:
	Name:
	Title:

Signature Page to Amended and Restated Operating Agreement of ALST Casino Holdco, LLC

APOLLO ALST HOLDCO, LLC
By:
	Name:
	Title:

Signature Page to Amended and Restated Operating Agreement of ALST Casino Holdco, LLC

TPG ALST HOLDCO, L.L.C.
By:
	Name:
	Title:

Signature Page to Amended and Restated Operating Agreement of ALST Casino Holdco, LLC

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

Signature Page to Amended and Restated Operating Agreement of ALST Casino Holdco, LLC

NYBEQ LLC
By:
	Name:
	Title:

Signature Page to Amended and Restated Operating Agreement of ALST Casino Holdco, LLC

CREDIT AGRICOLE LEASING (USA) CORPORATION
By:
	Name:
	Title:

Signature Page to Amended and Restated Operating Agreement of ALST Casino Holdco, LLC

MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
By:
	Name:
	Title:

Signature Page to Amended and Restated Operating Agreement of ALST Casino Holdco, LLC

CITY NATIONAL BANK
By:
	Name:
	Title:

Signature Page to Amended and Restated Operating Agreement of ALST Casino Holdco, LLC

MANUFACTURERS BANK
By:
	Name:
	Title:

Signature Page to Amended and Restated Operating Agreement of ALST Casino Holdco, LLC

BARCLAYS CAPITAL INC
By:
	Name:
	Title:

Signature Page to Amended and Restated Operating Agreement of ALST Casino Holdco, LLC

SERVICE 1ST BANK OF NEVADA
By:
	Name:
	Title:

Signature Page to Amended and Restated Operating Agreement of ALST Casino Holdco, LLC

SCHEDULE I

MEMBERS, CAPITAL CONTRIBUTIONS AND UNITS

Member	Capital Contributions		Capital Account Balance		Number of Units		Percentage Interest			Class of Units
North LV HoldCo, LLC 650 Madison Avenue, 23rd Floor New York, NY 10022	$	123,828,431	$	123,828,431		123,828		28.663	%	Units
Apollo ALST Holdco, LLC c/o Apollo Management, L.P. 9 West 57th Street, 43rd Floor New York, 10019	$	85,085,951	$	85,085,951		85,086		19.696	%	Units
TPG ALST HoldCo, L.L.C. 301 Commerce Street, Suite 3300 Fort Worth, TX 76102	$	85,085,951	$	85,085,951		85,086		19.696	%	Units
Halcyon ALST LLC 477 Madison Avenue, 8th Floor New York, NY 10022	$	38,726,632	$	38,726,632		38,727		8.964	%	Units
NYBEQ LLC c/o Natixis 9 West 57th Street, 15th Floor New York, NY 10019	$	35,133,671	$	35,133,671		35,134		8.133	%	Units
Credit Agricole Leasing (USA) Corporation 1301 Avenue of the Americas New York, NY 10019-6022	$	25,095,479	$	25,095,479		25,095		5.809	%	Units
Merrill Lynch, Pierce, Fenner & Smith Inc. 214 N. Tryon St., NC1-027-15-01 Charlotte, NC 28255 Attn: Information Manager	$	22,800,230	$	22,800,230		22,800		5.278	%	Units

	Capital		Capital Account				Percentage
Member	Contributions		Balance		Number of Units		Interest			Class of Units
City National Bank Special Assets Department 555 S. Flower Street, 16th Floor Los Angeles, CA 90071 Attn: Jane E. McKelvie, Vice President	$	10,038,192	$	10,038,192		10,038		2.324	%	Units
Manufacturers Bank 515 South Figueroa Street Los Angeles, CA 90071 Attn: Karen Kearney	$	5,019,096	$	5,019,096		5,019		1.162	%	Units
Barclays Capital Inc 1301 6th Avenue New York, NY 10166 Attn: Jenna Yoo	$	1,149,259	$	1,149,259		1,149		0.266	%	Units
Service 1st Bank of Nevada 8363 W. Sunset Road — Suite 350 Las Vegas, NV 89113	$	41,195	$	41,195		41		0.010	%	Units
Total	$	432,004,087	$	432,004,087		432,004		100.000	%

EXHIBIT A

ADDENDUM AGREEMENT

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

WITNESSETH:

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

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

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

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

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

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

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

A-1

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

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

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

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

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

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

A-2

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

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

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

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

Number of Units Held by the Transferor Number of Acquired Units

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

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

A-3

[          ]           [          ]

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

[Remainder of Page Intentionally Left Blank]

A-4

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

THE COMPANY:	ALST CASINO HOLDCO, LLC
	By:
		Name:
		Title:
TRANSFEROR:	[INSERT NAME]
	By:
		Name:
		Title:	]3
TRANSFEREE:	[INSERT NAME]
	By:
		Name:
		Title:	[INSERT TRANSFEREE’S ADDRESS]

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

A-5

EX-10.2

Exhibit 10.2

MANAGEMENT AGREEMENT

     This MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of November 1, 2011 (the “Effective Date”) by and between Station Casinos LLC, a Nevada limited liability company (“Manager”), and Aliante Gaming, LLC, a Nevada limited liability company (“Owner”).

     WHEREAS, the Prepackaged Joint Chapter 11 Plan of Reorganization for Subsidiary Debtors, Aliante Debtors and Green Valley Ranch Gaming, LLC dated March 22, 2011 (as the same may be amended from time to time, the “Plan”) was filed with the United States Bankruptcy Court for the District of Nevada (the “Court”) on April 12, 2011, and confirmed by the Court on May 25, 2011;

     WHEREAS, the Plan contemplates that Manager and Owner will enter into an agreement pursuant to which Manager will provide certain management services, operating services, and transition services to Owner in connection with the Hotel (as defined below);

     WHEREAS, Manager desires to provide to Owner, and Owner desires to obtain from Manager, such management, operating, and transition services as more fully set forth herein and on the terms and conditions herein.

     NOW, THEREFORE, in consideration of the premises and the agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Manager and Owner hereby agree as follows:

ARTICLE 1

INTERPRETATION; DEFINITIONS

     1.1 Interpretation. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall,” and vice versa. Except as otherwise stated herein, (a) any reference to a section or schedule shall be deemed to be a reference to the corresponding section or schedule of this Agreement, and (b) the word “herein”, “hereof” or “hereunder” shall be construed to refer to this Agreement as a whole and not to the specific provision, section or article in which such word is used.

     1.2 Definitions. The following terms, when used herein with initial capital letters, shall have the meanings ascribed to such terms in this Article 1.

          “Accounts” has the meaning set forth in Section 15.4.

          “Accounting Month” means a full calendar month (or partial calendar month, if applicable at the beginning of the initial Operating Year or end of the final Operating Year).

          “Accounting Quarter” means a full calendar quarter (or partial calendar quarter, if applicable at the beginning of the initial Operating Year or end of the final Operating Year).

          “Actual Cost” means the verifiable direct and indirect cost of (i) goods and services procured by a Party from outside vendors (without mark-up), (ii) spare parts and inventory on hand allocated and deployed to the Hotel, and (iii) third party labor costs charged by outside vendors and actually incurred by such Party. For avoidance of doubt, a given function performed under this Agreement may require use of both third party vendors, whose invoices shall be a recoverable Actual Cost, and Shared Services provided by Manager’s personnel, the cost of which shall be recoverable Shared Expenses, in each case subject to the terms of this Agreement. Shared Expenses shall be computed as provided on Schedule A.

          “Affected Person” has the meaning set forth in Section 8.7.

          “Agreement” has the meaning set forth in the preamble.

          “Affiliate” means, with respect to a specified Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person. For purposes hereof, the term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of any Person, or the power to veto major policy decisions of any Person, whether through the ownership of voting securities, by agreement, or otherwise.

          “Annual Budget” has the meaning set forth in Section 11.2.

          “Applicable Law” means all (i) statutes, laws, rules, regulations, ordinances, codes or other legal requirements of any federal, state or local Governmental Authority, board of fire underwriters and similar quasi-Governmental Authority, including any legal requirements under any Approvals, including Gaming Laws, and (ii) judgments, injunctions, orders or other similar requirements of any court, administrative agency or other legal adjudicatory authority, in each case in effect at the time in question and to the extent the Hotel or the Person in question, as applicable, is subject to the same. Without limiting the generality of the foregoing, references to Applicable Law shall include any of the matters described in clause (i) or (ii) above relating to employees, zoning, building, health, safety and environmental matters and accessibility of public facilities.

          “Approvals” means all licenses, permits, approvals, certificates and other authorizations granted or issued by any Governmental Authority for the matter or item in question.

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

          “Bank Accounts” has the meaning set forth in Section 15.1.

          “Base Management Fee” means, with respect to any period during the Operating Term or Transition Period, a fee payable to Manager in accordance with Section 9.1, which fee shall be in an amount equal to one percent (1%) of Gross Operating Revenue for such period.

2

          “Boarding Pass Program” means the Station Casinos, Inc. “Boarding Pass” player rewards program.

          “Building Capital Improvements” means all repairs, alterations, improvements, renewals, replacements or additions of or to the structure or exterior façade of the Hotel, or to the mechanical, electrical, plumbing, HVAC (heating, ventilation and air conditioning), vertical transport and similar components of the Hotel building, that are capitalized under GAAP and depreciated as real property, but expressly excluding ROI Capital Improvements.

          “Capital Budget” has the meaning set forth in Section 11.1(c).

          “CC&R’s” means Covenants, Conditions and Restrictions.

          “Certified Financial Statements” has the meaning set forth in Section 10.4.

          “Condemnation” means a taking of all or any portion of the Hotel by any Governmental Authority by condemnation or power of eminent domain for any purpose whatsoever, or a conveyance by Owner in lieu or under threat of such taking.

          “Confidential Information” has the meaning set forth in Section 6.2.

          “CPI” means the Consumer Price Index for All Urban Consumers (CPI-U) for the West Region, as published by the United States Bureau of Labor Statistics, using the period 1982-84 as a base of one hundred (100), or, if such index is discontinued, the most comparable index published by any United States Governmental Authority and acceptable to Owner and Manager.

          “EBITDA” means, with respect to any period, the consolidated Net Income of the Hotel for such period plus, without duplication, to the extent the same was deducted in calculating Net Income: (i) interest expense and income taxes; plus (ii) depreciation and amortization expense.

          “Effective Date” has the meaning set forth in the preamble.

          “Entity” means a partnership, a corporation, a limited liability company, a Governmental Authority, a trust, an unincorporated organization or any other legal entity of any kind.

          “Exclusive Hotel Data” means any and all (i) business, accounting, personnel and other similar records and data related exclusively to the operation and management of the Hotel, and (ii) customer data and player-tracking data (including aggregate customer/player spend or activity at the Hotel) that is specific to customers of the Hotel vis-à-vis other properties that Manager or any of its Affiliates, at least in part, owns, has owned, manages, or has managed (other than any account balance history, status level and redemption history information that is generated by, or contained in, the Boarding Pass Program, all of which shall remain the sole property of Manager or such Affiliates), and includes in each case records and data that are commingled with records and data not related to the Hotel but that can be segregated as Hotel-specific records and data. Manager shall use commercially reasonable efforts to so segregate

3

such records and data. In all events, Exclusive Hotel Data shall include all available data on all “rated” play at the Hotel and all available data on the players who engaged in such “rated” play, other than data relating to such players’ activity at properties other than the Hotel.

          “FF&E” means furniture, fixtures, equipment (including slot machine equipment), and interior and exterior signs, as well as other improvements and personal property used in the Operation of the Hotel that are not Operating Supplies or Operating Consumables.

          “Financing” means any debt financing secured (in whole or in part) by a Mortgage or Security Interest.

          “Financing Documents” means all loan agreements, promissory notes, mortgages, deeds of trust, security agreements and other documents and instruments (including all amendments, modifications, side letters and similar ancillary agreements) relating to any Financing.

          “Force Majeure Event” means, with respect to any Party, any event that is beyond the reasonable control of such Party, including (i) any fire, flood, storm, earthquake, hurricane, tornado, flood or other act of God, (ii) any war, act of terrorism, insurrection, rebellion, riots or other civil unrest, (iii) any epidemic, quarantine restriction or other public health restriction or advisory, (iv) any strike or lockout or other labor interruption, (v) any disruption to local, national or international transport services and (vi) any embargo or lack of materials, water, power or telephone transmissions.

          “GAAP” means those conventions, rules, procedures and practices, consistently applied, affecting all aspects of recording and reporting financial transactions which are generally accepted by major independent accounting firms in the United States at the time in question. Any financial or accounting terms not otherwise defined herein shall be construed and applied according to GAAP.

          “Gaming Laws” means any Applicable Law regulating or otherwise pertaining to casinos, gaming or gambling, including Applicable Laws of the Nevada State Gaming Control Board and the Nevada Gaming Commission.

          “Governmental Authority” means any government or political subdivision, or an agency or instrumentality thereof.

          “Gross Operating Revenue” or “GOR” means, with respect to any period, all revenue and income of any kind derived from the Operation of the Hotel (including any banquet and catering functions at the Hotel and any parking facilities at the Hotel) and properly attributable to such period (including rentals or other payments from licensees, lessees or concessionaires of retail space in the Hotel, but not gross receipts of such licensees, lessees or concessionaires), determined in accordance with GAAP; provided, however, with respect to gaming activities at the casino, GOR shall only include the net difference between gaming wins and gaming losses from guests, occupants or users of the casino less any revenue recorded on account of Promotional Allowances. GOR expressly excludes the following: (i) Taxes and utility and other charges collectible from patrons, guests or other users or occupants of Hotel, with respect to businesses conducted at the Hotel, or as a part of the sales price of any goods,

4

services or displays at the Hotel, in each case to the extent such Taxes and charges are paid over to Governmental Authorities or other third Persons; (ii) receipts from the financing, sale or other disposition of capital assets and other items not in the ordinary course of the Hotel operations, and other extraordinary capital receipts, (iii) interest earned on bank accounts maintained in connection with the Hotel, and income derived from securities and other property acquired and held for investment; (iv) receipts in connection with any Condemnation; (v) proceeds of any insurance; (vi) rebates, discounts or credits for any goods or services provided by Manager (not including charge or credit card discounts, which shall not constitute a deduction from revenues in determining Gross Operating Revenue); (vii) tips, gratuities and other service charges paid to Hotel Personnel; (viii) recoveries in legal actions for tortious conduct or awards for punitive damages; (ix) receipts from vending and similar machines to the extent such receipts are paid over to the Persons owning such machines; (x) any security deposits refundable to Hotel tenants, subtenants, licensees or concessionaires and any payments by such tenants, subtenants, licensees or concessionaires for repairs and maintenance, except to the extent paid in reimbursement of costs included in Operating Costs; (xi) investment tax credits or other income tax benefits; (xii) amounts collected or received in connection with any signage placed on the Hotel by Owner; and (xiii) any revenue recorded in connection with redemptions under the Boarding Pass Program.

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

          “Hotel Personnel” means all Individuals performing services in the name of the Hotel at the Hotel, whether such Individuals are employed by Owner, Manager or an Affiliate of Owner or Manager, including the Senior Executive Personnel.

          “Hotel Personnel Costs” means (i) all salaries paid to Hotel Personnel employed by Manager or an Affiliate of Manager and (ii) all costs and expenses associated with the employment or termination of all Hotel Personnel employed by Owner or an Affiliate of Owner, including recruitment expenses, the costs of moving any such executive-level Hotel Personnel, their families and their belongings to the area in which the Hotel is located at the commencement of their employment at the Hotel, compensation and benefits (including the value of any equity based benefits), employment Taxes, training expenses and severance payments, all in accordance with Applicable Laws and such other policies as may be established pursuant to this Agreement.

          “Hotel Standard” means the standard and level of quality at which Manager or its Affiliates have provided the Management Services with respect to the Hotel, and at which similar services have been provided with respect to other properties operated or managed by Manager or its Affiliates, during the Lookback Period.

          “Implied Fiduciary Duties” has the meaning set forth in Section 2.8(b).

          “Impositions” means all taxes (including but not limited to all hotel occupancy, personal property, sales, use and real property taxes), assessments, water, sewer or other rents, rates and charges, levies, license fees, permit fees, inspection fees, and any other authorization fees and charges, which at any time may be assessed, levied, confirmed or imposed on or with respect to the Hotel (including any portion or department thereof) or the furnishing, equipping,

5

use or operation thereof, but expressly excluding income, franchise or similar taxes imposed on Owner and any taxes, assessments, rents, rates, charges, levies or fees imposed on Manager or with respect to the Management Fee.

          “Incentive Management Fee” means, with respect to any period during the Operating Term or (as applicable) the Transition Period, a fee payable to Manager in accordance with Section 9.2, which fee shall be in an amount equal to seven and one-half percent (7.5%) of EBITDA for such period up to and including Seven Million Five Hundred Thousand Dollars ($7,500,000) and ten percent (10%) of EBITDA for such period in excess of Seven Million Five Hundred Thousand Dollars ($7,500,000).

          “Individual” means a natural person, whether acting for himself or herself, or in a representative capacity.

          “Initial Operating Term” means the period commencing on the Effective Date and continuing for a period of five (5) years after the Effective Date.

          “Insurance Requirements” means all terms of each insurance policy and all orders, rules, regulations and other requirements of the National Board of Fire Underwriters applicable to the Hotel (including any portion or department thereof) or the construction, furnishing, equipping or operation thereof, excluding recommendations of the insurance carriers.

          “Lender” means a Person providing any Financing or any designated agent on behalf of Persons providing any Financing, as applicable.

          “License” has the meaning set forth in Section 8.7.

          “License Agreement” means that certain Station to Aliante License Agreement, dated as of the Effective Date, by and between Manager, as licensor, and Owner, as licensee.

          “Lookback Period” means the twelve (12) month period prior to the Effective Date.

          “Management Fee” means collectively, the Base Management Fee and Incentive Management Fee.

          “Manager” has the meaning set forth in the preamble.

          “Manager Confidential Information” has the meaning set forth in Section 6.2.

          “Manager Group Hotels” has the meaning set forth in Section 2.10.

          “Management Services” means (i) those management and operating services which are reasonably necessary and advisable actions to operate the Hotel in accordance with the standards set forth in Section 2.1 (including, subject to the terms of this Agreement, the determination of operating policy, standards of operations, quality of service and maintenance and physical appearance of the Hotel, the supervision and direction of advertising, sales and promotion of the Hotel, and any other matters affecting Operation of the Hotel) and Shared

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Services, (ii) those services specified on Schedule C, (iii) any other services that were actually provided by or on behalf of Manager or any of its Affiliates for the benefit of Owner during the Lookback Period, and (iv) all subtasks that are an inherent, necessary or customary part of, or otherwise reasonably necessary for the proper performance of, any of the foregoing.

          “Monthly Debt Service Schedule” means any schedule provided by Owner to Manager from time to time of all principal and interest payments due with respect to any Financing and the method for calculating interest with respect to such Financing.

          “Monthly Reports” has the meaning set forth in Section 10.2.

          “Mortgage” means any real estate, leasehold or chattel mortgage, pledge, security agreement, deed of trust, security deed or similar document or instrument encumbering the Hotel or any part thereof, together with all promissory notes, loan agreements or other documents relating thereto.

          “Net Income” shall mean, with respect to the Hotel, for any period, the consolidated net income (or loss) (determined in accordance with GAAP) for such period, adjusted to exclude (only to the extent included in computing such net income (or loss) and without duplication) all gains or losses which are extraordinary (as determined in accordance with GAAP) and excluding any goodwill, asset impairment or write-down of asset charges and any items excluded from Gross Operating Revenue in the definition of such term above.

          “Non-Recourse Parties” has the meaning set forth in Section 17.20.

          “Operate”, “Operating” or “Operation” means to manage, operate, use, maintain, market, promote, and provide other management or operations services to the Hotel, all as more particularly described in this Agreement.

          “Operating Assets” has the meaning set forth in Section 2.6(b).

          “Operating Costs” has the meaning set forth in Schedule A hereto.

          “Operating Reports” has the meaning set forth in Section 10.3.

          “Operating Term” means the Initial Operating Term, together with any Renewal Term, as applicable.

          “Operating Year” means each calendar year during (i) the Operating Term and (ii) for so long as Manager is required to provide Management Services hereunder, the Transition Period, except that the first Operating Year shall be a partial year beginning on the Effective Date and ending on the following December 31, and if the date on which Manager is no longer required to provide Management Service hereunder is a date other than December 31 in any year, then the last Operating Year shall also be a partial year commencing on January 1 of the year in which such date occurs and ending on such date.

          “Owner” has the meaning set forth in the preamble.

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          “Owner Confidential Information” has the meaning set forth in Section 6.1.

          “Owner Termination Amount” means (i) all fees, expenses and other amounts that may have accrued as of the effective date of Owner’s termination of this Agreement and (ii) if and when the same would have been due and payable under this Agreement if this Agreement had not been terminated early, all fees that would otherwise be due and payable under this Agreement for the unexpired portion of the first year of the Initial Operating Term based on the projections set forth in the Annual Budget for such year; provided, however, that the fees described under clause (ii) of this definition will be credited against the amount of the fees, expenses and other amounts to be earned by Manager for its services during the Transition Period.

          “Owner’s Expenses” has the meaning set forth in Section 9.3.

          “Party” means each of Manager and Owner.

          “Person” means an Individual and/or Entity, as the case may be.

          “Project Manager” has the meaning set forth in Section 2.9.

          “Promotional Allowances” are goods and services, such as complimentary food, beverages, entertainment and parking, given to customers of the Hotel as an inducement to gamble at the Hotel.

          “Proprietary Rights” has the meaning set forth in Section 3.3.

          “Quarterly Reports” has the meaning set forth in Section 10.3.

          “Renewal Term” shall have the meaning set forth in Section 8.2.

          “Restructuring Agreement” has the meaning set forth in the preamble.

          “ROI Capital Improvements” means all alterations, improvements, replacements, renewals and additions of or to the Hotel that are capitalized under GAAP and involve a material change in the primary use of, or a material physical expansion or alteration of, the Hotel (including adding or removing guest rooms or meeting rooms, or changing the configuration of the Hotel).

          “Routine Capital Improvements” means all maintenance, repairs, alterations, improvements, replacements, renewals and additions of or to the Hotel (including replacements and renewals of FF&E and Supplies, exterior and interior painting, resurfacing walls and floors, resurfacing parking areas and replacing folding walls) that are capitalized under GAAP and not depreciated as real property. For avoidance of doubt, Routine Capital Improvements expressly exclude Building Capital Improvements and ROI Capital Improvements.

     “Security Interest” means any security interest, collateral assignment, pledge or similar document or instrument that encumbers any assets relating to the Hotel (or any portion thereof or interest therein) that constitutes a personal property interest (including all Supplies

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located at or used in the Operation of the Hotel and Owner’s rights under this Agreement).

          “Senior Executive Personnel” means the Individuals employed from time to time in the positions listed on Schedule B, or serving such functions, regardless of the specific titles given to such Individuals.

          “Services” means the Management Services, together with the Transition Services and any additional services to be provided by Manager to Owner that the Parties mutually agree upon during the Transition Period.

          “Shared Expenses” has the meaning set forth in Schedule A.

          “Shared Services” has the meaning set forth on Schedule D.

          “Station IP” means the “Licensed IP” (as defined in the License Agreement).

          “Sub-Accounts” has the meaning set forth in Section 15.1.

          “Successor Owner” means any successor owner of the Hotel.

          “Supplies” means all Operating Supplies and equipment used in the Operation of the Hotel.

          “Taxes” means all taxes, assessments, duties, levies and charges, including ad valorem taxes on real property, personal property taxes, gaming taxes, fees and charges and business and occupation taxes, imposed by any Governmental Authority against Owner or the Hotel in connection with the ownership or Operation of the Hotel, but expressly excluding income, franchise or similar taxes imposed on Owner.

          “Third-Party Agreement” means any agreement between Manager or any of its Affiliates, on the one hand, and any third party, on the other hand, that is related to, or used in connection with, the provision of the Services.

          “Third-Party Managers” has the meaning set forth in Section 11.11(b).

          “Third-Party Operated Areas” has the meaning set forth in Section 11.11(b).

          “Transition Period” has the meaning set forth in Section 2.2.

          “Transition Services” has the meaning set forth in Section 2.2.

ARTICLE 2

SERVICES

     2.1 Provision of Management Services. On and subject to the terms and conditions of this Agreement, from and after the Effective Date until the termination of this Agreement, Owner hereby grants to Manager, and Manager accepts, the sole and exclusive right and authority during the Operating Term to supervise, direct and control the management,

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operation and promotion of the Hotel, as the agent of Owner, in accordance with the Hotel Standard. Manager shall Operate the Hotel and provide the Management Services to Owner in accordance with the Hotel Standard. In addition, Manager shall provide all Management Services which constitute Shared Services in a first-class manner and on terms which are not less favorable than those on which similar services are then provided at any other properties owned or managed by Manager or its Affiliates. In the performance of its obligations under this Agreement, Manager shall Operate the Hotel for the account and benefit and in the best interest of Owner and in accordance with this Agreement. In furtherance of the foregoing grant of authority, Manager shall (subject to the rights of Owner, the limitations and restrictions on Manager, and Manager’s compliance with the terms and covenants contained in this Agreement and the Annual Budget) have authority, control and discretion in the management and operation of the Hotel, without interference, or disturbance in all operating matters.

2.2 Scope of Authority. Without limiting the generality of Section 2.1, Owner’s grant of authority to Manager pursuant to Section 2.1 shall specifically include the exclusive power and authority, subject to and consistent with the provisions of this Agreement (including Sections 2.5 and 11.5 and any other rights of Owner and limitations on Manager’s authority and duty hereunder), to:

     (a) determine the terms of admittance, charges for rooms and commercial space, charges for entertainment, charges for use of facilities, food and beverages, which rights shall specifically allow Manager to charge varying rates to different customers or groups of customers and allow Manager, in its reasonable discretion and consistent with industry custom, to permit persons to occupy rooms or suites at the Hotel at rates lower than published rates or free of charge or permit persons to dine at the restaurants or lounges located at the Hotel free of charge;

     (b) establish credit policies (including arrangements with credit card organizations and catering operations);

     (c) arrange for all phases of advertising, promotion and publicity relating to the Hotel;

     (d) arrange for, and establish policies concerning, the receipt, holding and disbursement of funds, the establishment and maintenance of bank accounts and appropriate records management and retention, the procurement of inventories, supplies and services and generally all activities necessary for the operation and management of the Hotel;

     (e) supervise and purchase, or arrange for the purchase of, all FF&E, Operating Supplies, Operating Consumables and other goods and services as are necessary to Operate the Hotel;

     (f) negotiate and enter into such reasonable contracts, leases, licenses, arrangements, concessions and other agreements for any hotel operations, parking, restaurant, bar, or food service operations, retail space, or any other commercial operation in or about the Hotel in the name of Owner, and as an Operating Cost, as Manager

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reasonably deems necessary or advisable in connection with the operation of the Hotel, it being agreed that every such contract, lease, license, arrangement, concession or other agreement for the Hotel shall be entered into in Owner’s name and, if for more than one year, shall be executed by Owner;

     (g) use commercially reasonable efforts to perform, as Owner’s representative, the obligations of Owner, as landlord, licensor, or concessionaire, under leases, licenses, and contracts made or granted with respect to the Hotel;

     (h) use commercially reasonable efforts to collect income of any nature from the Hotel, including all rents and other sums collectible under leases, licenses, or contracts made or granted with respect to the Hotel;

     (i) subject to Section 11.6, hire, promote, discharge, supervise, train and determine the terms of employment for the Senior Executive Personnel and, through them, all other Hotel Personnel for operating, service, administrative, restaurant, bar and food service positions;

     (j) institute, prosecute, and settle, in its name or (if necessary) in the name of Owner, any and all legal actions or proceedings required to collect charges, rent or other income for the Hotel, to dispossess guests, tenants or other persons in possession therefrom, or to cancel or terminate any lease, license or concession agreement, and Owner shall cooperate with Manager in connection therewith, it being acknowledged and agreed that (a) Manager shall promptly notify Owner of legal disputes for which a summons, complaint, or other correspondence from an attorney has been received, and shall promptly forward notice of any such claims to the appropriate insurer, and (b) Owner shall be notified promptly regarding any proceedings involving union disputes or collective bargaining;

     (k) perform all such acts in and about the Hotel, in the name of Owner, as shall be necessary to comply with Applicable Laws; provided, however, that (a) if Owner shall adequately defend and indemnify and hold Manager harmless against any claim, loss, cost, damage or expense arising out of or in connection therewith (but not arising out of Manager’s willful misconduct, gross negligence or breach hereunder), Owner shall have the right to contest the validity of any Applicable Law if such contest shall not result in suspension of operation of the Hotel, and (b) subject to the foregoing indemnity, Owner may postpone compliance with any such Applicable Law to the extent and in the manner provided by law until final determination of such Applicable Law, unless the failure to promptly comply with any such Applicable Law would result in the imminent suspension of operations of the Hotel or expose Owner or Manager, or any of their employees to the threat of criminal liability;

     (l) cause appropriate officers and employees of Manager to visit and inspect the Hotel and the operation thereof with reasonable frequency, and in any event no less frequently than once every 90 days;

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     (m) subject to Schedule F, provide the Hotel with such advertising, public relations, and promotional services as are judged by it to be reasonably necessary and appropriate in order to promote the name and facilities of the Hotel including, but not limited to, providing assistance in the following areas:

(i) developing and implementing the Hotel’s individual marketing plan following Manager’s guidelines with Owner’s input and consultation, including planning, publicity and internal communications, and organizing and budgeting the Hotel’s advertising and public relations programs;

(ii) selecting and providing guidance as required for the public relations personnel;

(iii) preparing and disseminating news releases for trade and consumer publications, both national and international, it being agreed that Owner and Manager shall coordinate with one another on all public statements, whether written or oral and no matter how disseminated, regarding their contractual relationship as set forth in this Agreement and/or the performance by either of them of their respective obligations hereunder; and

(iv) selecting an advertising agency, if any; and

     (n) coordinate the Hotel’s marketing program with Manager’s corporate marketing program and include the Hotel in the same as appropriate.

     2.3 Transition Services. (1) At Owner’s election, exercisable at any time by written notice to Manager, Manager shall continue to Operate the Hotel in order to minimize any potential disruption to the Operation of the Hotel and facilitate the orderly transition of its operations to a third party for a period of up to three hundred sixty-five (365) days following the effective date of termination of this Agreement (the “Transition Period”); provided, however, that Owner shall have the right to (i) terminate the Transition Period at any time on notice to Manager of not less than thirty (30) days (or such shorter period as shall be necessary or advisable in Owner’s sole, exclusive and nonreviewable discretion to prevent an adverse effect on any License of Owner) and (ii) extend the Transition Period for an additional one hundred eighty (180) days if Owner has not secured the requisite Approvals to permit Owner or a replacement manager to continue to Operate the Hotel in a manner consistent with past practices. In addition to providing the Management Services and provided that Owner pays the applicable Management Fees to Manager in accordance with Article 9, Manager shall cooperate with Owner and the Successor Owner in transitioning management of the Hotel to a replacement manager as described below by providing the following services (the “Transition Services”) during the applicable Transition Period:

     (a) Promptly upon a request by Owner, or in any event at the end of the Transition Period, Manager shall assign and deliver (and cause its Affiliates to assign and

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deliver) to Owner or its designee all material permits, licenses, contracts and other instruments relating to the Hotel which are in the name of Manager and/or any of its Affiliates;

     (b) Promptly upon a request by Owner, or in any event at the end of the Transition Period, Manager shall deliver (and cause its Affiliates to deliver) to Owner or its designee all books and records relating exclusively to the Hotel, subject to the provisions of Section 3.3;

     (c) Manager shall facilitate (and cause its Affiliates to facilitate) Owner’s efforts to obtain all regulatory and other Approvals in connection with the Operation of the Hotel (including the gaming components);

     (d) Manager shall facilitate (and cause its Affiliates to facilitate) the implementation of such operational and systems changes as may be reasonably necessary to permit the Hotel to operate as a stand-alone unit without continued reliance on any centralized services provided by Manager or its Affiliates;

     (e) Manager hereby irrevocably consents (on behalf of itself and its Affiliates), following Owner’s engagement of a replacement manager or commencement of self-managing of the Hotel, to the extension by Owner or the Successor Owner of an offer of employment to any person who (i) provides services exclusively to the Hotel, and (ii) is not a party to an employment contract with Manager or its Affiliates;

     (f) Following Owner’s engagement of a replacement manager or commencement of self-managing of the Hotel, Manager (i) shall cooperate with Owner or such replacement manager in connection with the collection of any outstanding receiveables and remit to Owner or such replacement manager any amounts collected directly by Manager with respect to such receivables and (ii) if Owner’s share of premiums under any insurance policies maintained through any group insurance program administered by Manager and its Affiliates shall have been paid in advance, cause any unused portion thereof to be refunded to Owner;

     (g) Manager shall take and shall cause its Affiliates to take (subject to reimbursement of Manager’s or its Affiliates’ Shared Expenses (or allocable portion thereof, as applicable) and Actual Cost for doing so) such other and further preparatory steps as may be reasonably requested by Owner to be performed by Manager or its Affiliates while Transition Services are being provided to Owner by such entity or entities as may be reasonably required to facilitate the continuation of operations from and after the Effective Date; and

     (h) Manager shall reasonably cooperate (and shall cause its Affiliates reasonably to cooperate) with Owner and the Successor Owner in carrying out a transition to a replacement manager of the Hotel (including (i) providing such transition-related cooperation and assistance that has not been historically provided by Manager but that is reasonably necessary to effect a transition to a replacement manager of the Hotel and that is within the capabilities of Manager or its Affiliates to provide using

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commercially reasonable efforts and (ii) performing such transition-related tasks, in such manner, as may be reasonably requested by Owner), subject to limitations on Manager’s and its Affiliates’ obligations to provide certain information to any such successor manager as set forth in Section 3.3.

               (2) Notwithstanding anything contained herein to the contrary, upon Owner’s engagement of a replacement manager or commencement of self-managing of the Hotel, (i) Manager will no longer be responsible for provision of the Management Services and instead will provide only the Transition Services during the remaining portion of the Transition Period (as the same may be extended or terminated as hereinabove provided in this Section 2.2) and (ii) the Management Fee payable to Manager shall be deemed to include only the Base Management Fee.

     2.4 Additional Provisions During Transition Period.

     (a) Migration, Segregation and Consulting Services. Manager shall (and shall cause its Affiliates to), until the termination of the Transition Period, reasonably cooperate with Owner and the Successor Owner in carrying out a transition to a replacement manager of the Hotel, subject to limitations on Manager’s or its Affiliates’ obligations to provide information to any such successor manager as set forth in Section 3.3.

     (b) Requests for Modification. During the Transition Period, Owner may propose but may not require (a) modifications or improvements to the Services to address any deficiency therein, including to reflect changes in Applicable Law, or (b) reasonable changes to the scope of the Services hereunder that are reasonably related to the then-current scope of the Services or reasonably required to accomplish the transition of the management of the Hotel to a replacement manager of the Hotel; provided, however, that nothing in this Section 2.4(b) shall relieve Owner of its obligations to make any payments otherwise required pursuant to Article 9. Notwithstanding the foregoing, Manager and its Affiliates shall not have any obligation to modify, upgrade, improve, or otherwise change any computer hardware systems or software (including code and data), except as expressly contemplated herein.

     2.5 Matters Requiring Owner Approval. Notwithstanding the grant of authority given to Manager in this Agreement, and without limiting any of the other circumstances under which Owner’s approval is specifically required under this Agreement, Manager shall not take or permit any of the following actions without Owner’s prior written approval (which shall be deemed to have been given if Owner has approved an Annual Budget that specifically contemplates the matter in question):

     (a) Settle any claim, (i) regardless of the amount, admitting intentional misconduct or fraud, or (ii) arising out of the of the Hotel which involves an amount in excess of $50,000, adjusted by CPI.

     (b) Prosecute or defend any claim arising out of the Operation of the Hotel (except to dispossess guests) which involves an amount in excess of $50,000, adjusted by CPI, that is not covered by insurance or as to which the insurance company denies coverage or “reserves rights” as to coverage; it being agreed that (i) any counsel to be engaged to prosecute or defend

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any such claim shall also require Owner’s approval and (ii) Owner shall have the right to elect, by written notice to Manager, to control any such prosecution or defense;

     (c) Execute any lease or other contract having a term in excess of one year unless the contract is terminable within one year from the date of its execution and at any time thereafter without cause and without premium or penalty upon not more than 30 days’ prior notice;

     (d) Execute any equipment lease (or series of leases relating to the same or similar equipment) or other lease, license or contract (or series of contracts relating to the same or similar property, goods or services) that requires aggregate annual payments in excess of $50,000, adjusted for CPI, other than leases, licenses or contracts which are set forth in the Annual Budget;

     (e) Other than trade payables incurred in accordance with this Agreement and other obligations expressly authorized hereunder, borrow any money, or incur indebtedness or issue any guaranty in respect of borrowed money, or issue any indemnity or surety obligation, in the name or on behalf of Owner;

     (f) Grant or create any lien or security interest on the Hotel or any part thereof or interest therein;

     (g) Sell or otherwise dispose of the Hotel or any part thereof or interest therein, including FF&E, except for the sale of inventory and the disposal of obsolete or worn-out or damaged items, each in the ordinary course of business, or as contemplated in the Annual Budget;

     (h) Except as directed by Owner or included in the Capital Budget, commence any ROI Capital Improvements, Routine Capital Improvements or Building Capital Improvements;

     (i) Hire or replace any Individual for a Senior Executive Personnel position; provided that (i) Owner approves for each of such positions the Individual serving in such position as of the Effective Date, as set forth on Schedule B, (ii) Owner shall be deemed to have approved the appointment of any Individual for a Senior Executive Staff position unless Owner delivers notice of its disapproval of such appointment within five (5) business days after Owner has received a resume or written summary of such Individual’s professional experience and qualifications and a reasonable opportunity to interview such Individual, and (iii) Owner may not reject more than three (3) consecutive candidates which Manager, in its reasonable judgment, determines are qualified to fill any Senior Executive Personnel position based, at a minimum, on the fact that such candidate has experience performing the functions anticipated to be performed by such candidate in such position;

     (j) Submit, settle, adjust or otherwise resolve any casualty insurance claim related to the Hotel involving losses or casualties in excess of $50,000, adjusted by CPI;

     (k) Enter into any contract or transaction with an Affiliate of Manager relating to the Hotel except for any delegation to an Affiliate of services to be provided by Manager hereunder that does not result in additional fees or charges payable by Owner and does not

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release Manger from any of its obligations hereunder, or as otherwise expressly provided for in this Agreement;

     (l) Initiate or settle any real or personal property tax appeals or claims involving property of Owner, unless directed by Owner;

     (m) Acquire any land or interest in land in the name of Owner;

     (n) Consent to any condemnation relating to the Hotel;

     (o) File with any Governmental Authority any federal or state income tax return applicable to Owner;

     (p) Develop or implement policies, strategies or plans regarding (i) the negotiation of collective bargaining, recognition, neutrality or other material labor agreements involving Hotel Personnel, (ii) lobbying efforts with respect to matters affecting the Hotel; or (iii) the issuance of press releases or public statements regarding labor or political matters; and/or

     (q) Challenge or protest any Applicable Law affecting the Hotel.

     2.6 Cooperation with Asset Manager. Manager shall continuously share all relevant information and results pertaining to the Hotel with the Asset Manager. Without limiting the foregoing, Manager shall provide the Asset Manager with access to (i) the Hotel (including the Senior Executive Personnel and the other Hotel Personnel); (ii) the executive officers of Manager; and (iii) the books and records and any other information or data pertaining to the Hotel, in each case so long as such access does not unreasonably interfere with Manager’s ability to Operate the Hotel. Manager shall meet with the Asset Manager weekly and the board of directors of Owner monthly to discuss the Operating Report for the prior month and other matters pertaining to the Hotel. Except as otherwise set forth below in this Section 2.4, Asset Manager shall have no authority to make final decisions on behalf of Owner with respect to operating plans and budgets or any other matters pertaining to the Hotel. Notwithstanding the foregoing, in the event that Owner delivers written notice to Manager that the Asset Manager has the right, on behalf of Owner, to make final decisions or approvals with respect to certain matter(s) under this Agreement, Manager may conclusively rely on, and shall be protected from acting or refraining from acting on, any instruction or direction of the Asset Manager with respect to such matter(s) designated by Owner in such written notice.

     2.7 Limitations on Manager’s Duties. Notwithstanding any obligation imposed upon Manager pursuant to any other provision of this Agreement:

     (a) No Representations. Owner acknowledges and agrees that Manager is not making any representation, warranty or claim that the operation of the Hotel will necessarily be profitable or that any budgets, forecasts, or projections will be achieved; provided that nothing in this Section 2.7(a) shall relieve Operator of its obligation to Operate the Hotel and provide the Services in accordance with the provisions of this Agreement.

     (b) Manager Not Liable for Recommendations. Owner acknowledges and agrees that (a) Manager is not an architect, contractor, engineer, insurance, loan or real estate broker,

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attorney, CPA, or other licensed professional, and (b) all matters to be submitted by Owner or by the applicable professional to Manager for review, consent, advice, recommendations, assistance or approval hereunder will be presumed to have been competently prepared by such professionals. Accordingly, although Manager will offer such assistance and make such recommendations hereunder as it deems appropriate, Manager shall not be responsible to Owner or any third party with respect to construction means, supplies, methods, techniques, sequences, and procedures employed by Owner or its consultants or contractors, nor shall Manager be responsible or liable for the adequacy or quality of the plans and specifications (or any samples or shop drawings), contracts, or other matters prepared by Owner, its consultants, or any contractors, or with respect to the adequacy or quality of the Hotel or its construction or the ultimate cost of the Hotel; nor shall Manager be responsible or liable for advising Owner or its consultants of any Applicable Laws, including but not limited to permit or licensing requirements, or Insurance Requirements. Except in the case of willful misconduct, gross negligence or breach on the part of Manager hereunder, no recommendations, advice or approvals given, or inspections made, by Manager hereunder shall be construed to create any such responsibility or liability.

     2.8 Relationship and Limitation on Fiduciary Duties.

     (a) Nature of Relationship. The relationship between the parties hereto shall be that of principal, in the case of Owner, and agent, in the case of Manager. Nothing contained in this Agreement shall constitute, or be construed to constitute or create, a partnership, joint venture or similar relationship between Owner and Manager with respect to the Hotel. This Agreement is for the benefit of Owner and Manager and shall not create third-party beneficiary rights. Consistent with the foregoing, the Parties acknowledge and agree that, in all aspects of Operating the Hotel, including entering into contracts, accepting reservations, and conducting financial transactions for the Hotel, (i) Manager acts on behalf of and as agent for Owner and assumes no independent contractual liability to third parties and (ii) Manager shall have no obligation to extend its own credit with respect to any obligation incurred in Operating the Hotel or performing its obligations under this Agreement.

     (b) Agreement to Define Scope of Duties. It is the intent and desire of the Parties that any liability between them shall be based solely on general principles of contract law and the express provisions of this Agreement, without regard to the common law principles (or any statutory principles) of agency (except as expressly provided for in this Agreement). Accordingly, the Parties acknowledge and agree that (a) the terms and provisions of this Agreement and the duties and obligations specifically set forth herein are intended to satisfy any fiduciary duties which may exist between the Parties, and (b) to the extent any fiduciary duties or other extra-contractual duties that might otherwise exist or be implied for any reason whatsoever, including without limitation those resulting from the principal-agent relationship between the Parties, are inconsistent with, or would have the effect of modifying, limiting or restricting, the express provisions of this Agreement, the terms of this Agreement shall prevail. The Parties further acknowledge and agree that the foregoing is intended as, and shall be construed as, an express and knowing waiver of any and all duties of loyalty, good faith, fair dealing, care, and full disclosure, and any other duty that might now or in the future be deemed to exist under the common law principles (or any statutory principles) of agency (collectively, the “Implied Fiduciary Duties”), except in each case, for duties expressly set forth in this Agreement and

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except for the ordinary covenant of good faith and fair dealing implied in all contracts under general principals of contract law. The Parties also hereby unconditionally and irrevocably waive and release any right, power or privilege either may have to claim or receive from the other party any punitive, exemplary, statutory, or treble damages or any incidental or consequential damages, whether with respect to any breach of the Implied Fiduciary Duties or otherwise. Both Parties acknowledge that they are experienced in negotiating agreements of this sort, have had the advice of counsel in connection herewith, and have been advised as to, and fully understand, the nature of the waivers contained in this Section 2.8(b).

     (c) Waiver of Implied Fiduciary Duties; Consent to Manager Actions. In furtherance of, and without limiting the generality of, Section 2.8(b), Owner specifically consents to, and waives any Implied Fiduciary Duties (subject to the exceptions therefrom contained in Section 2.8(b)) that Manager may owe to Owner in connection with, any transactions or conduct by Manager and its Affiliates authorized by this Agreement, in each case subject only to any express limitations set forth in this Agreement. Owner acknowledges and agrees that its consent to the transactions and conduct by Manager described in this Agreement, and its waiver of any Implied Fiduciary Duties (subject to the exceptions therefrom contained in Section 2.8(b)) otherwise owed by Manager: (i) has been obtained by Manager in good faith; (ii) is made knowingly by Owner based on its adequate informed judgment as a sophisticated party after seeking the advice of competent and informed counsel; and (iii) arises from Owner’s knowledge and understanding of the specific transactions and actions or inactions of hotel operators that are normal, customary, and reasonably expected in the hotel industry generally for hotels similar to the Hotel.

     2.9 No Pledge of Credit by Owner. Owner shall not pledge Manager’s credit nor shall Owner, in the name of or on behalf of Manager, borrow any money or issue any promissory notes or bills of exchange or any other financial obligation.

     2.10 Other Hotels. Subject to the provisions of Section 2.6(c) and Manager’s obligation to operate the Hotel in compliance with the standards and other provisions set forth in this Agreement, Owner acknowledges that (i) Manager is currently managing other hotels and may in the future undertake to manage additional hotels, (ii) it has selected Manager for the supervision, direction, control, management and operation of the Hotel in part because of Manager’s management and operation of the Manager Group Hotels and the benefits which Owner expects to derive by including the Hotel as part the group of hotels managed by Manager and/or its Affiliates (“Manager Group Hotels”), and (iii) the hotels in the Manager Group Hotels compete with one another and conflicts may, from time to time, arise between the Hotel and other Manager Group Hotels, and all of such circumstances are contemplated herein and none of them constitute a breach of Manager’s obligations hereunder; provided that Manager shall undertake to minimize conflict and proceed in a good faith manner intended to maximize the long-term profitability of the Hotel. Neither Manager (or its Affiliates) nor Owner will be subject to any restrictions on the geographical areas within which it (or they) may elect to conduct marketing activities for its (or their) respective owned or managed properties, subject to the marketing restrictions and protocols set forth in Schedule F.

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     2.11 Transfer of Assets and Data.

          (a) Transfer of Owner Property. If Manager or any of its Affiliates is in possession or control on the Effective Date of any property owned by Owner, then upon the execution and delivery of this Agreement Manager shall turn over (or cause such Affiliates to turn over, as applicable) all such property to Owner.

          (b) Transfer of Certain Assets Owned by Manager or its Affiliates. Upon execution and delivery of this Agreement, Manager shall transfer (and shall cause its Affiliates to transfer) to Owner all ownership interests of Manager and its Affiliates in any property or assets owned by Manager or its Affiliates that relate to and are associated exclusively with Owner or the Hotel, which may include, but not be limited to: (A) the trademarks which are used exclusively at the Hotel, and (to the extent assignable) licenses to use trademarks which are owned by third parties (other than Manager or its Affiliates) and used non-exclusively at the Hotel; (B) those contracts, warranties, non-proprietary operating software, and other equipment operating records that are used exclusively at the Hotel, subject in all cases to the limitations (including with respect to non-delivery of trade secrets or proprietary software) set forth in this Agreement; (C) any prepaid goods, services or premiums that are exclusively for the use or benefit of the Hotel; and (D) to the extent assignable, any tangible personal property, including all computer hardware and non-proprietary software necessary to access and use the electronic records owned or being acquired by Owner hereunder, that is used exclusively in the operation of the Hotel (all of the foregoing, collectively, the “Operating Assets”). Manager represents and warrants to Owner that there is no inventory or equipment owned by Manager or its Affiliates which is stored at, but is not in use and not contemplated by Manager or its Affiliates or Owner to be used by, the Hotel. Manager shall allow (and cause its Affiliates to allow) Owner to use the Operating Assets, at no cost and expense and without any license fee to Manager or its Affiliates, in the Operation of the Hotel, from and after the Effective Date until Owner has taken title to the Operating Assets, and Manager and its Affiliates shall maintain and not remove any Operating Assets from the Hotel, other than to replace worn, obsolete, damaged or defective Operating Assets with suitable replacements therefor in the ordinary course of business.

          (c) Data. As promptly as possible after the Effective Date (but in no event more than five (5) days after the Effective Date), to the extent not heretofore transferred to Owner, Manager shall transfer (and cause each of its Affiliates to transfer) to Owner its interest in all Exclusive Hotel Data. Manager and/or its Affiliates, as the case may be, (A) shall not, during the Operating Term and/or the Transition Period, make any use of Exclusive Hotel Data or Operating Assets for any reason other than to provide Services hereunder and shall be expressly prohibited from using such Exclusive Hotel Data in connection with any business operations or properties other than the Hotel, and (B) at the conclusion of the Transition Period, shall delete all copies of Exclusive Hotel Data from Manager’s and its Affiliates’ systems and databases (and shall provide a certification from an officer of Manager and/or its Affiliates that such Exclusive Hotel Data has been deleted) and shall not make any further use of such Exclusive Hotel Data. Manager’s and its Affiliates’ obligation to transfer such Exclusive Hotel Data is absolute and unconditional, regardless of whether any Services are performed or paid for pursuant to this Agreement. During the Operating Term and the Transition Period, the Exclusive Hotel Data shall be stored and continuously updated in a manner satisfactory to Owner. Promptly upon a request by Owner at any time, Manager shall provide the Exclusive Hotel Data to Owner in such form and by such means as may be requested by Owner so as to permit Owner (or any successor manager or designee of Owner) to store, update and use the Exclusive Hotel

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Data to the same extent and in the same manner as it was stored, updated and used by Manager. For the avoidance of doubt, neither Manager nor its Affiliates, as the case may be, shall be required to delete any aggregate customer or player data or information generated by, or contained in, the Boarding Pass Program (including all account balance history or status level information), and such data and information shall remain the sole property of Manager and/or its Affiliates; provided, however, that Manager shall (and shall cause its Affiliates to) remove and delete any identifiable or traceable Exclusive Hotel Data, from the Boarding Pass Program. For avoidance of doubt, no account balance history, status level, or redemption history information will be deleted for any customer in the Boarding Pass Program, nor shall Manager or its Affiliates be required to delete any such information.

     2.12 Third-Party Agreements. Manager shall, upon the request of Owner or the Successor Owner, provide Owner or the Successor Owner reasonable assistance in identifying and contacting third-party licensors, vendors and providers of goods or services under Third-Party Agreements.

     2.13 Project Managers. Each of Manager (for the Operating Term and Transition Period) and Owner (for the full Transition Period) shall designate a project manager, who shall serve as that Party’s principal representative with respect to all issues relating to the Services (each, a “Project Manager”). Each Party may change its Project Manager by written notice to the other Party. Owner’s Project Manager may also be the Asset Manager.

ARTICLE 3

USE OF CERTAIN INTELLECTUAL PROPERTY

     3.1 Temporary Non-Exclusive License to Use Station IP. The Parties acknowledge that Owner has a temporary, non-exclusive, royalty-free license to use the Station IP during the Operating Term and the Transition Period, pursuant and subject to the License Agreement.

     3.2 Intentionally Omitted.

     3.3 Excluded Property; Centralized Services. Except as otherwise provided in Section 2.6(c) or elsewhere in this Agreement, Manager shall not be required to, directly or indirectly, provide to Owner any information, data or inspection of any of the following which is used both at the Hotel and at other properties managed by Manager or its Affiliates, as applicable, and not used at properties which are not so managed, all of which is and shall remain property of Manager or its Affiliates, as applicable: proprietary operating practices; proprietary software; trade secrets; proprietary player tracking systems (including the Boarding Pass Program); brand-wide customer promotions; employee compensation (unless Owner is responsible for paying all or any part of the same) or other similar competitive information (the rights of Manager and its Affiliates to any of the foregoing, “Proprietary Rights”). Except to the extent (a) required in order for Manager to perform its obligations under this Agreement to provide Services to Owner, or (b) expressly provided in this Agreement or the License Agreement, Owner shall not have any use of or rights in any trademarks (including any Licensed Marks (as defined in the License Agreement)), other intellectual property, general intangibles,

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player tracking or reservation services used by Manager in connection with the management of the Hotel, all of which shall remain the sole property of Manager or its Affiliates, as applicable. Without limiting Manager’s obligations to provide Exclusive Hotel Data under Section 2.6(c) and to provide the Services (including Shared Services), Owner agrees that neither Manager’s obligations under Section 2.2, nor Manager’s obligations to provide Services creates in favor of Owner any rights in, and Owner shall not at any time have any rights in, use of or access to the Boarding Pass Program, any other customer-affinity programs operated by Manager and/or its Affiliates, any brand-wide promotions operated by Manager and/or its Affiliates, any brand-wide progressive games operated by Manager and/or its Affiliates, or any other proprietary promotions or systems, that are used commonly by other hotels and casinos operated by Manager and/or its Affiliates and are not used by hotels and casinos which are not so operated; provided, however, that (i) Owner may, at its election, continue to participate in the Boarding Pass Program during the Operating Term (and, if Owner so elects, Manager and/or its Affiliates shall make the Boarding Pass Program available throughout the applicable Transition Period or such shorter period that Owner requests), and (ii) during the Operating Term and, at Owner’s election, during the Transition Period, the Hotel shall participate in the sharing of services designated as Shared Services in accordance with Schedule D.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF MANAGER

     Manager represents and warrants to Owner as follows:

     4.1 Power and Authority. Manager has the requisite corporate power and authority to execute and deliver this Agreement and to provide the Services, whether by itself or through authorized service providers. All corporate action on the part of Manager necessary to approve or to authorize the execution and delivery of this Agreement and the performance of the transactions contemplated hereby to be performed by it has been duly taken. This Agreement is a valid and binding agreement enforceable against Manager in accordance with its terms, subject to the effect of principles of equity and the applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and other customary qualifications.

     4.2 Non-Infringement. The software, assets, processes and procedures used by Manager to provide the Services do not and will not infringe, or constitute an infringement or misappropriation of, any intellectual property rights of any third party. Without limiting Owner’s remedies, if any such software, asset, process or procedure becomes, or is, in Manager’s reasonable opinion, likely to become, the subject of any claim of infringement or misappropriation of intellectual property rights of a third party, Manager may, at Manager’s option and expense, either: (a) modify the Services so as not to so infringe or misappropriate while continuing to serve the same purpose; or (b) obtain the right to use such software, asset, process or procedure.

     4.3 Passthrough. Manager shall pass through to Owner or the Successor Owner the benefits of any indemnifications and warranties made by third parties in Third-Party Agreements to the fullest extent that Manager is permitted to do so under such Third-Party Agreements.

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     4.4 Completeness. Manager intends that the Management Services shall constitute all services that have been provided by Manager or its Affiliates or its or its Affiliates’ service providers or designees to the Hotel during the Lookback Period. In the event that during the Transition Period either Party discovers any service that Manager or its service providers or designees periodically provides in the ordinary course of business and such service was last periodically provided prior to the Lookback Period that is reasonably necessary for the operation or management of the Hotel (e.g., assistance with periodic tax returns or regulatory filings) and that has not been replaced or superseded by new or modified services or suspended across Manager’s and its Affiliates’ owned or managed properties generally, the Management Services shall, at Owner’s election and notice, be automatically deemed to be amended to include any services that Manager actually provided to the Hotel during the Lookback Period and Manager shall (subject to the terms and conditions of this Agreement) be entitled to recover Manager’s Actual Cost and the allocable portion of its Shared Expense (in each case as applicable) for providing the services that are subject to such amendment.

     4.5 Manager Capabilities and Resources. Manager will have continuous access to all strategic management capacity currently used by Manager and its Affiliates to operate the Hotel. Manager will be familiar with all of the Hotel’s day-to-day operations. Manager will have on the Effective Date, the capabilities, operating methods, systems and resources reasonably necessary to assume management responsibility for the Hotel in a manner reasonably consistent with the Services contemplated by this Agreement.

     4.6 Lawsuits. Manager represents and warrants that there are no actions, suits or proceedings pending, or, so far as Manager has actual knowledge, threatened against Manager which might result in any inability of Manager to perform its obligations pursuant to this Agreement.

     4.7 Brokers, Finders, Etc. Manager represents and warrants to Owner that it has engaged no broker, agency or finder in connection with this transaction.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF OWNER

Owner represents and warrants to Manager as follows:

     5.1 Power and Authority. Owner has the requisite power and authority to execute and deliver this Agreement and to perform the transactions contemplated hereby. All corporate action on the part of Owner necessary to approve or to authorize the execution and delivery of this Agreement and the performance of the transactions contemplated hereby to be performed by it has been duly taken. This Agreement is a valid and binding obligation of Owner, enforceable in accordance with its terms, subject to the effect of principles of equity and the applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and other customary qualifications.

     5.2 Brokers, Finders, Etc. Owner represents and warrants to Manager that it has engaged no broker, agency or finder in connection with this transaction.

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     5.3 Financing and Sales; Disclosures of Non-Participation by Manager. Owner shall not represent to the Lender under any proposed Mortgage, or to any joint venturer, investor, partner or purchaser of securities in a private or public offering of securities of Owner, or to any transferee of the Hotel or to any other person or entity, that Manager or its Affiliates are or shall be in any way responsible for Owner’s obligations under such Mortgage, offering or transfer, and, shall, if requested by Manager, affirmatively disclose in writing to any such Lender, joint venturer, investor, partner, purchaser of securities, transferee or other person or entity, that Manager is not participating in such offering, borrowing or transfer, and is not making any representations, warranties, or guaranties in connection therewith, other than to state that the Hotel will be managed by Manager as provided in this Agreement. Owner may make use of any forecasts, annual plans, or projections prepared only in Owner’s name or the name of Manager or the names of any of their respective Affiliates in connection with any proposed financing arrangement, loan or public or private offering, and Owner shall indemnify Manager from claims of reliance by any Lender, joint venturer, investor, partner, purchaser of securities, transferee or other person or entity on such forecasts, annual plans, or projections prepared by Manager. Furthermore, and without limiting Owner’s indemnification obligations under this Section 5.3, Owner covenants to notify in writing any such Lender, joint venturer, investor, partner, purchaser of securities, transferee or other person or entity that such forecasts, annual plans, or projections prepared by Manager are confidential and should not be disseminated in any manner, subject to customary exceptions and exclusions.

     5.4 Lawsuits. Owner represents and warrants that there are no actions, suits or proceedings pending, or, so far as Owner has actual knowledge, threatened against Owner which might result in any inability of Owner to perform its obligations pursuant to this Agreement.

ARTICLE 6

CONFIDENTIALITY

     6.1 Confidentiality Agreement of Managers. Except as expressly contemplated by this Agreement or as required by Applicable Law (including with respect to any bankruptcy or other legal proceeding), Manager shall hold, and shall cause its Affiliates and their respective officers, directors and employees to hold, in strict confidence and not disclose to any other person or entity, any Exclusive Hotel Data and any other data or information relating to Owner’s business that is identified as confidential or should reasonably be understood to be confidential and which Owner has used reasonable steps under the circumstances to maintain in confidence (collectively, “Owner Confidential Information”). Each of Manager and its Affiliates may disclose Owner Confidential Information to their respective service providers and designees who have a need to know such information in order to provide the Services required under this Agreement, provided such parties are bound to confidentiality obligations of even scope with those in this Agreement and provided that Manager shall be responsible for such service providers’ and designees’ compliance with such obligations.

     6.2 Confidentiality Agreement of Owner. Except as expressly contemplated by this Agreement or as required by Applicable Law (including with respect to any bankruptcy or

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other legal proceeding), Owner and Successor Owner shall hold, and shall cause their respective Affiliates and their and their Affiliates’ respective officers, directors, employees, representatives, agents and advisors (including attorneys, accountants, consultants, bankers, current or prospective purchasers or lenders, and financial advisors) to hold, in strict confidence and not disclose to any other person or entity, all data and information relating to Manager’s business that is identified as confidential or should reasonably be understood to be confidential in which Manager, its Affiliates or their respective customers or suppliers have rights, and which the Manager and its Affiliates have used reasonable steps under the circumstances to maintain in confidence (collectively, “Manager Confidential Information” and, together with Owner Confidential Information, the “Confidential Information”).

     6.3 Exceptions. Confidential Information shall not include information that: (a) is or becomes generally available to the public other than as a result of disclosure directly or indirectly by (i) Manager or any of its Affiliates, officers, directors, employees, representatives, agents and advisors, in the case of Owner Confidential Information, or (ii) Owner or Successor Owner or any of their respective Affiliates, officers, directors, employees, representatives, agents and advisors, in the case of Manager Confidential Information; (b) was, after the Effective Date, independently acquired or developed by (i) Manager or its Affiliates, in the case of Owner Confidential Information, without using any Owner Confidential Information and without violating any of its obligations hereunder, or (ii) the Owner or Successor Owner, in the case of Manager Confidential Information, without using any Manager Confidential Information and without violating any of its obligations hereunder; or (c) is or becomes available to (i) Manager or its Affiliates, in the case of Owner Confidential Information, on a non-confidential basis from a person or entity (other than Owner or its Affiliates, officers, directors, employees, representatives, agents or advisors) who, to Manager’s or its Affiliates’ actual knowledge after due inquiry, is not and was not bound by a confidentiality agreement with Owner or otherwise prohibited from transmitting the information to Manager or its Affiliates, or (ii) Owner or Successor Owner, in the case of Manager Confidential Information, on a non-confidential basis from a person or entity (other than Manager or its Affiliates, officers, directors, employees, representatives, agents or advisors) who, to Owner’s or Successor Owner’s actual knowledge after due inquiry, is not and was not bound by a confidentiality agreement with Manager or its Affiliates or otherwise prohibited from transmitting the information to Owner or Successor Owner.

     6.4 Permitted Uses. The foregoing shall not prohibit use of Confidential Information (a) as is required by Applicable Law (including any gaming regulations), (b) as is necessary to prepare tax returns or other required filings with any governmental authorities or to defend or object to any reassessment of taxes, (c) as is necessary to prepare and disclose, as may be required, accounting statements, (d) as is necessary or advisable to avoid committing a violation of any rule or regulation of any domestic or foreign securities association, stock exchange or national securities quotation system on which a Party’s or its Affiliate’s securities are listed or traded, or (e) as is necessary to enforce the terms of this Agreement; provided, however, that the party using or disclosing such Confidential Information in any of the preceding scenarios must take reasonable steps to protect the confidentiality of the information to the extent permitted by Applicable Law.

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     6.5 Return and Destruction. Upon termination or expiration of this Agreement, or at any time with respect to particular Confidential Information not required by a Party to perform its obligations or receive its benefits under this Agreement, upon request by the other Party, such Party shall (a) return to such other Party all Confidential Information and all copies thereof that are in such Party’s possession or control, and (b) delete from its computers, databases, and servers any electronic copies of all such Confidential Information.

     6.6 Use of Residual Manager Knowledge. Owner acknowledges that Manager has been engaged pursuant to this Agreement to provide Owner with access to data and information other than proprietary or confidential systems, methods, programs and strategies developed and utilized exclusively by Manager and its Affiliates in the management and operation of numerous casino and hotel properties and that all such proprietary or confidential systems, methods, programs and strategies are and shall remain the sole and exclusive property of Manager and/or its Affiliates, as applicable. Owner acknowledges that nothing in this Agreement shall be deemed to limit the use by Manager and its Affiliates and their respective personnel of all data and information other than Owner Confidential Information and Exclusive Hotel Data, and of all systems, methods, programs and strategies exclusively developed by Manager and its Affiliates (including those developed by Manager and its Affiliates in connection with the management of the Hotel).

     6.7 Use of Residual Owner Knowledge. Manager acknowledges that Owner or a Successor Owner may, by virtue of receipt of the Services, learn or become aware of general, non-proprietary and non-confidential operating and management processes, methods and strategies used with properties similar to the Hotel generally. Manager acknowledges that nothing in this Agreement shall be deemed to limit the use by Owner and its Affiliates and their respective personnel of all such general, non-proprietary and non-confidential operating and management processes, methods and strategies.

     6.8 Survival. Without limiting any Party’s obligations with respect to the return and destruction of the Confidential Information of any other Party hereunder, the provisions of this Article 6 shall survive for two (2) years following any expiration or termination of this Agreement.

ARTICLE 7

SURVIVAL

     7.1 Survival. The obligations of the Parties under this Agreement that the Parties have expressly agreed shall survive expiration or termination of this Agreement or that, by their nature, would continue beyond the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement for any reason. Without limiting the foregoing, Article 1, Article 6 (to the extent provided in Section 6.8), this Article 7 and Article 16 of this Agreement, and all provisions of this Agreement relating to the Transition Period, shall survive expiration or termination.

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ARTICLE 8

TERM AND TERMINATION

     8.1 Initial Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect through the end of the Initial Operating Term unless terminated earlier in accordance with the terms of this Agreement or renewed in accordance with Section 8.2.

     8.2 Renewal Options. Owner shall have the right (but not the obligation) to extend the Initial Operating Term of this Agreement for successive periods of one (1) year each (each, a “Renewal Term”) by giving Manager written notice of its desire to extend not later than ninety (90) days prior to the expiration of the Initial Operating Term (or, if applicable, the expiration of the then-current Renewal Term). If this Agreement is renewed for any Renewal Term, this Agreement shall be automatically extended to the expiration of such Renewal Term.

     8.3 Early Termination. Owner may terminate this Agreement at any time upon ninety (90) days’ prior written notice to Manager, and Manager may terminate this Agreement at any time following the first year of the Initial Operating Term upon ninety (90) days’ prior written notice to Owner. If Owner elects to terminate this Agreement as provided for in this Section 8.3 at any time prior to one (1) year after the Effective Date, then Owner shall pay the Owner Termination Amount to Manager. The Owner Termination Amount, to the extent actually paid by Owner, shall be credited against the Management Fee and any expenses and other amounts that may be payable to Manager for its services during the Transition Period, as and when such fees, expenses and other amounts become due. The effective date of either such termination shall be extended to the extent (if any) necessary for Owner and Manager to comply with Applicable Law.

     8.4 Termination upon Default. In the event that either Party materially breaches any of its material representations, warranties or covenants under this Agreement and (in the case of any breach of a covenant hereunder) fails to cure such breach within thirty (30) days after receiving written notice of such breach from the other Party, such other Party may, without limiting its other rights and remedies under this Agreement, at law or in equity, terminate this Agreement by written notice to the breaching Party, subject to Manager’s obligation to perform Transition Services hereunder. Without limiting any liability on the part of Owner if Owner is the breaching Party, no Owner Termination Amount shall be payable, and Owner shall incur no other cost, expense or liability, as a result of any such termination.

     8.5 Termination by Manager for Non-Payment. If Owner fails to make when due any payment required under Section 9.6, Manager may terminate this Agreement upon ten (10) business days’ notice, subject to Manager’s obligation to perform Transition Services hereunder. If any such failure by Owner occurs during the Transition Period, Manager may terminate the Transition Period upon ten (10) business days’ notice, in which case Manager shall no longer be obligated to perform any Transition Services hereunder. Without limiting any liability on the part of Owner with respect to such failure, no Owner Termination Amount shall be payable, and Owner shall incur no other cost, expense or liability, as a result of any termination in accordance with this Section 8.5.

     8.6 Termination by Owner for Cause. Owner may terminate this Agreement by written notice to Manager if at any time (a) Manager engages in fraud or willful misconduct under this Agreement, (b) Manager or any of its Affiliates suffers the revocation, suspension,

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expiration or other loss of any Approval required for the provision by Manager of the Services, (c) any Approval held by Manager or any of its Affiliates under any Gaming Laws could, in Owner’s good-faith judgment, be revoked, suspended or jeopardized, or (d) Manager or any of its Affiliates has been found unsuitable by a gaming regulator or could (in Owner’s good-faith judgment) be found unsuitable if Manager (or such Affiliate) were called forward by a gaming regulator. Except as may be otherwise stated therein, any such termination notice shall be effective upon the date it is received by Manager. No Owner Termination Amount shall be payable, and Owner shall incur no other cost, expense or liability, as a result of any termination in accordance with this Section 8.6 other than those costs and expenses that would otherwise be borne by Owner under this Agreement following any termination or expiration hereof.

     8.7 Termination by Owner Relating to Licenses. Either Party shall have the right to terminate this Agreement by written notice to other Party if at any time the notifying Party, any of its members or managers, any of their respective Affiliates or any of the shareholders, partners, managers, members, parents, officers, directors, Affiliates or employees of any of the foregoing (each, an “Affected Person”) determines, in its sole, exclusive and nonreviewable discretion, that the commencement or continuation of this Agreement could adversely affect one or more of the actual or potential licenses, certificates of suitability, suitability findings, permits or the like (each, a “License”) of one or more of the Affected Persons, whether any such License is, or may be, issued by the State of Nevada or any federal, state, local or foreign governmental or regulatory authority. Except as may be otherwise stated therein, any such termination notice shall be effective upon the date it is received by the Party to which it is delivered, subject to Manager’s obligation to perform Transition Services hereunder. No Owner Termination Amount shall be payable as a result of any termination in accordance with this Section 8.7, and any such termination shall be at no cost, expense or liability to Owner or any other Related Person.

ARTICLE 9

FEES AND PAYMENT

     9.1 Base Management Fee. The Base Management Fee shall be payable to Manager in monthly installments in arrears five (5) days after the delivery to Owner of the Monthly Report for the prior Accounting Month, with each such monthly installments being calculated on the actual Gross Operating Revenue for such prior Accounting Month. The Base Management Fee shall be paid by Manager by withdrawing the same from the Bank Accounts. Each such installment shall equal the Base Management Fee for the related month and (if applicable) each preceding month in the same Operating Year, less the sum of all prior installments of the Base Management Fee paid for such Operating Year. At the time of submission of each Monthly Report, Manager shall provide to Owner a computation of the applicable installment of the Base Management Fee in reasonable detail and certified by Manager.

     9.2 Incentive Management Fee. The Incentive Management Fee shall be payable to Manager in quarterly installments in arrears within five (5) days after the delivery to Owner of the Quarterly Report for the prior Accounting Quarter. Each such installment shall equal the Incentive Management Fee for the applicable Accounting Quarter and (if applicable) each

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preceding Accounting Quarter in the same Operating Year, less the sum of all prior installments of the Incentive Management Fee paid for such Operating Year. At the time of submission of each Quarterly Report, Manager shall provide to Owner a computation of the applicable installment of the Incentive Management Fee in reasonable detail and certified by Manager. For the avoidance of doubt, all Management Fee installments and Owner’s Expenses payable with respect to any Accounting Quarter (whether due and payable during or after such Accounting Quarter) shall be deducted in the calculation of Net Income for such quarter for purposes of such computation.

     9.3 Costs and Expenses Incurred. In addition to the Base Management Fee and the Incentive Management Fee, the Hotel’s allocable portion of Shared Expenses and additional Actual Costs incurred by Manager as a result of providing Shared Services to the Hotel (collectively, “Owner’s Expenses”) shall constitute costs and expenses of Owner under this Agreement and as such shall be fully reimbursable to Manager hereunder (without duplication), provided that (a) such Owner’s Expenses shall have been approved by Owner (in connection with the Annual Budget or otherwise) and actually incurred by Manager or its Affiliates, (b) any such Owner’s Expenses constituting costs and expenses for Senior Executive Personnel and shared employees shall not exceed $100,000 in the aggregate in any calendar month and any other Owner’s Expenses shall not exceed $358,333 in the aggregate in any calendar month, and (c) any such Owner’s Expenses to be reimbursed to Manager are set forth in a Monthly Report. The Parties acknowledge that the limits set forth in clause (b) of the immediately preceding sentence are based on the costs and expenses that were treated as Shared Expenses and allocated as such to the Hotel from January 2010 through July 2011, and Manager agrees to treat as Shared Expenses the same categories of costs and expenses that were so treated, and to use the same methods of calculation and allocation of Shared Expenses that were used, during such period. Owner’s Expenses shall be reimbursed within five (5) days after the delivery to Owner of the Monthly Report detailing such Owner’s Expenses. Whenever any reimbursement due Manager under this Section or any other provision of this Agreement shall be subject to a gross receipts or similar tax under Applicable Law, Manager shall be entitled to such reimbursement, together with such tax payable thereon, so that Manager shall receive such reimbursement net of any taxes or similar charges

     9.4 Payment Disputes; Audits. If Owner disputes in good faith any amounts charged by Manager hereunder, Owner shall provide prompt notice thereof to Manager and the Parties shall promptly and in good faith attempt to resolve such dispute. If any such dispute is not resolved prior to the payment due date for such fee or expense, Owner may withhold (or direct Manager to withhold) any disputed amounts from the payment of such fee or expense; provided that Manager shall be entitled to receive the undisputed portion of the same and Manager shall be entitled to receive any remainder promptly upon the resolution of the dispute. Manager and its Affiliates shall keep reasonably detailed books and records related to the amounts charged hereunder, together with third party invoices and reasonable supporting documentation. Owner or its designated third party auditor may, from time to time, as an expense of the Hotel and upon reasonable notice to Manager and/or its Affiliates, request copies of, inspect and conduct audits of, such books, records, invoices and documentation as reasonably necessary to verify and confirm the amounts charged hereunder. If any such audit reveals an overcharge of Owner with respect to any amounts charged hereunder, Manager or its Affiliates, as the case may be, shall issue a refund to Owner or, at Owner’s election, extend a credit to

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Owner to be applied against future amounts charged hereunder. If any such audit reveals an underpayment by Owner with respect to any such charges, Manager shall be entitled to withdraw from the Bank Accounts the net amount of any such underpayment.

     9.5 Reconciliation of Management Fees. Within ten (10) days after Manager delivers to Owner the Certified Financial Statements for any Operating Year, Manager shall cause to be prepared and delivered to Owner a reconciliation statement for such Operating Year showing the calculation and payment of the Management Fees for such Operating Year, and appropriate adjustments shall be made for any overpayment or underpayment of the Management Fees during such Operating Year. If any reconciliation statement reflects an overpayment of Management Fees to Manager, Manager shall, within fifteen (15) days after such reconciliation statement has been delivered by Manager to Owner, remit to Owner the amount of such overpayment. If the reconciliation statement reflects an underpayment of Management Fees to Manager, Manager shall be entitled to withdraw from the Bank Accounts within thirty (30) days after such reconciliation statement has been delivered by Manager to Owner the net amount of any such underpayment.

     9.6 Payment by Owner. Subject to Section 9.4, if at any time there are insufficient funds in the Bank Accounts to pay any installment of the Base Management Fee or the Incentive Management Fee or any expense or other amount which is then due and payable to Manager, Owner shall, within ten (10) business days after receiving a written request therefor from Manager, pay the amount of such installment, expense or amount to Manager.

ARTICLE 10

BOOKS AND RECORDS

     10.1 Maintenance of Books and Records. Manager shall keep and maintain in accordance with GAAP complete and accurate records and books of account reflecting all financial affairs (including all items of income and expense) in connection with the Operation of the Hotel. All books of account and other financial records of the Hotel shall be available to Owner, any Lender and their respective agents, representatives and designees (subject to Article 6) at all reasonable times for examination, audit, inspection and copying, at no cost or expense to Manager. Such inspections and examinations shall be made with as little disruption to the business operations of the Hotel as reasonably practicable. All of the financial books and records of the Hotel, including books of account and front office records (but excluding any Proprietary Rights), shall be the property of Owner; provided, however, after the termination of this Agreement, all such books and records with respect to the period during which Manger provided Services hereunder shall thereafter be available for a period of five years to Manager at the Hotel for inspection, audit, examination and extracting, at all reasonable times, upon two business days’ prior notice.

     10.2 Monthly Financial Reports. Manager shall cause to be prepared and delivered to Owner reasonably detailed unaudited monthly operating reports (the “Monthly Reports”) that reflect the operational results of the Hotel for each Accounting Month of each Operating Year. Manager shall deliver each Monthly Report to Owner within fifteen (15) days after the end of the Accounting Month to which such Monthly Report relates. At a minimum, the Monthly Reports

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shall include: (a) a balance sheet including comparisons against the prior Accounting Month and prior year-end and outlining differences in reasonable detail; (b) an income and expense statement (including GOR, Operating Costs (including Owner’s Expenses) (broken out into categories which are no less specific than the categories enumerated in clauses (i) through (ix) of the first paragraph of Schedule A), Net Income and EBITDA) for such Accounting Month and for the elapsed portion of the current Operating Year through the end of such Accounting Month (with a comparison to the previous year); (c) a statement of cash flows for such Accounting Month and for the elapsed portion of the current Operating Year through the end of such Accounting Month (with a comparison to the previous year) in reasonable detail to allow Owner to identify and ascertain sources and uses thereof; (d) a computation of any installment of the Base Management Fees due following delivery of such Monthly Report; (e) a statement of all amounts reimbursable to Manager following delivery of such Monthly Report; (f) a statement of all employees then shared or proposed to be shared by the Hotel and one or more other properties owned or operated by Manager or any of its Affiliates, and the current or proposed allocation of the time, services and costs of such employees; (g) a statement of all current and proposed Shared Services, and the current or proposed allocation of the costs of such Shared Services; (h) descriptions of all variances from the Annual Budget for the current Operating Year, updated forecasts and any proposed changes to the Annual Budget; and (i) such other reports or information as may be otherwise specified in this Agreement to be provided to Owner on a monthly basis or as Owner may reasonably specify from time to time.

     10.3 Quarterly Financial Reports. Manager shall cause to be prepared and delivered to Owner reasonably detailed unaudited quarterly operating reports (the “Quarterly Reports”, and together with the Monthly Reports, the “Operating Reports”). Manager shall deliver each Quarterly Report to Owner within forty-five (45) days following the end of the Accounting Quarter to which such Quarterly Report relates. At a minimum, the Quarterly Reports shall include: (a) a narrative report on the Hotel’s actual performance relative to the Annual Budget; (b) a computation of any installment of the Incentive Management Fees due following delivery of such Quarterly Report; (c) a schedule comparing the financial performance of the Hotel to the financial covenants under Financing Documents to the extent that the applicable Financing relates to the Hotel only; and (d) such other reports or information as Owner may reasonably specify from time to time.

     10.4 Annual Financial Reports. Manager shall cause to be prepared and delivered to Owner, no later than ninety (90) days after the end of each Operating Year, financial statements for such Operating Year (including a balance sheet, a statement of earnings and retained earnings and a statement of cash flows), which statements shall be audited by an accounting firm selected by Owner and approved by Manager (provided that Manager shall not withhold its approval of one of the “Big Four” accounting firms), shall include a certification by such firm that, subject to any qualifications therein, such statements fairly present, in conformity with GAAP, the financial position, results of operations and cash flows of the Hotel for the preceding Operating Year, and shall be prepared in accordance with GAAP (“Certified Financial Statements”). Owner and Manager shall cooperate in all respects in the preparation of such financial statements, including the delivery by Manager of any financial information generated by Manager pursuant to the terms of this Agreement and reasonably required to prepare such Certified Financial Statements.

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     10.5 Other Reports and Schedules. In addition to the Monthly Reports, Quarterly Reports and Certified Financial Statements required to be delivered to Owner hereunder, Manager shall cause to be prepared and delivered to Owner any additional reports and schedules as Owner may reasonably request from time to time, and copies of such leases, contracts and documents as Owner may reasonably request from time to time.

     10.6 Cost of Reports. The cost of preparing the statements and reports described in this Article 10 shall be charged as an Operating Cost of the Hotel for the applicable Operating Year. If the opinion of the independent certified public accounting firm that prepared the Certified Financial Statements for any Operating Year with respect to the matters set forth in such Certified Financial Statements shall be an unqualified opinion, then such Certified Financial Statements shall be conclusive upon the Parties hereto with respect to such matters and shall be deemed to be a final determination of the GOR, Net Income, Operating Costs, Base Management Fee and Incentive Management Fee for such Operating Year, absent fraud, gross or manifest error, or breach of this Agreement.

     10.7 Public Filings. Manager acknowledges that Owner or an Affiliate of Owner may be a public company, and Manager agrees to cooperate with Owner in maintaining the books and records of the Hotel, and by preparing and delivering to Owner reports and statements hereunder and public filings to be filed by Owner or its Affiliates, in a manner that (a) is customary for a third-party manager of a hotel and casino owned by a public company and (b) will permit Owner and its Affiliates to comply with any and all public filing requirements.

ARTICLE 11

OPERATION OF THE MANAGED FACILITIES

     11.1 Proposed Annual Budget. On or before November 1 of each Operating Year, Manager shall prepare and deliver to Owner, for its review and approval, a proposed operating plan and budget for the next Operating Year. All operating plans and budgets proposed by Manager shall include projections of Gross Operating Revenue and Operating Costs by department for such Operating Year for the Hotel and shall be prepared in good faith in accordance with budgeting and planning procedures typically employed by operating subsidiaries of Manager and its Affiliates. Each operating plan and budget shall include monthly and annual projections of each of the following items, as applicable, for the Hotel:

          (a) results of operations (including itemized Gross Operating Revenue, Promotional Allowances, Operating Costs and EBITDA), together with the following supporting data: (a) total labor costs (broken down by department and aggregated), including both fixed and variable labor; (b) the Management Fee, Shared Expenses and Owner’s Expenses; (c) estimates of average daily rate and occupancy; (d) estimates of food, beverage and other sales; (e) estimates of gaming receipts and losses; and (f) a description of the category and nature of Shared Services to be provided, together with a budget for each such category;

          (b) a description of proposed Routine Capital Improvements, Building Capital Improvements and ROI Capital Improvements to be made during such Operating Year and estimated capital expenditures related thereto, including capitalized lease expenses and a

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contingency line item, and proposed monthly funding for such costs, and project schedules for such capital improvements (the “Capital Budget”);

          (c) a statement of cash flow, including a schedule of any anticipated cash shortfalls;

          (d) a schedule of debt service payments and reserves required under any Financing Documents; and

          (e) a marketing plan and budget for the activities to be undertaken by Manager, including promotional activities and Promotional Allowances for the Hotel.

     11.2 Approval of Annual Budget. Except as expressly provided herein, all final decisions with respect to the operating plans and budgets shall be made by Owner in its sole discretion. If Owner objects to any portion of the proposed annual operating plan or budgets (other than portions to the extent they relate exclusively to discretionary capital expenditures (i.e., capital expenditures not required to comply with law or for life safety reasons)) and Owner and Manager fail to agree on such portion before the end of the first calendar month of the Operating Year to which the proposed annual operating plan and budgets relate, then the dispute will be resolved by an independent internationally recognized hotel and gaming consultant, selected and retained jointly by Manager and Owner. Any such consultant will (i) have no fewer than ten (10) years of experience in the casino/hotel business, (ii) not be an Affiliate of or a person who has any past, present or currently contemplated future business or personal relationship with either Owner or Manager and (iii) not have its compensation fixed based on the results of the issue at dispute. If the Parties are unable to agree on such consultant, the dispute shall be resolved in accordance with Section 17.10. If the consultant agrees with Manager’s proposal with respect to any Owner Controlled Issue (as defined below), the applicable budget or plan shall nevertheless incorporate Owner’s proposal with respect to such issue, but the Base Management Fee and Incentive Management Fee for the period covered by such budget or plan shall be adjusted after such period to reflect the consultant’s best estimate as to what Gross Operating Revenue and EBITDA would have been if Manager’s proposal had been implemented. As used herein, “Owner Controlled Issues” shall mean all issues submitted to the consultant other than (a) issues relating to life safety or legal and regulatory compliance and (b) issues as to which the Manager asserts in good faith that its proposal is necessary in order for the Hotel to comply with the brand standards of Manager and its Affiliates applied to all properties branded as “Station” casinos. The proposed operating plan and budget, including the Capital Budget, as modified to reflect the revisions, if any, either agreed to by the Parties or determined by resolution pursuant to this section shall become the “Annual Budget” for the next Operating Year.

     11.3 Initial Annual Budget. The Parties acknowledge and agree that the operating plan and operating and capital budgets attached as Schedule G have been agreed to by the Parties and shall constitute the Annual Budget for the initial Operating Year.

     11.4 Modification to Annual Budget. Manager shall have the right from time to time during each Operating Year (but not more frequently than quarterly) to propose modifications to the Annual Budget then in effect based on actual operations during the elapsed

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                    .

portion of the applicable Operating Year and Manager’s judgment as to what will transpire during the remainder of such Operating Year. Any such modifications shall be subject to Owner’s approval (in the same manner as any Annual Budget) in accordance with Section 11.2.

     11.5 Compliance with Annual Budget. Manager shall use best efforts to Operate the Hotel in accordance with the Annual Budget for the applicable Operating Year. In no event shall Manager (i) incur costs or expenses or make expenditures that would cause the expenditures during any quarter for any line item in an Annual Budget to exceed the amount budgeted for such line item in such Annual Budget for such quarter by more than 10% or, in the case of (x) costs or expenses relating to marketing, advertising or promotion of the Hotel or (y) Shared Expenses, by more than 5%, in each case without Owner’s prior approval, or (ii) exceed the Capital Budget for any Building Capital Improvements or ROI Capital Improvements by any amount without Owner’s prior approval. Notwithstanding the foregoing, Manager shall have the right, without Owner’s prior approval and without reference to the amounts provided for with respect thereto in the applicable Annual Budget, (A) to pay expenses that are not within the ability of Manager to control, including property taxes, the rates applied to (rather than the level of consumption of) utility services, insurance premiums, and license and permit fees, and (B) to make expenditures required on an emergency basis to avoid or mitigate potential injury to persons at the Hotel or damage to the Hotel or other property located at or used in the Operation of the Hotel, provided, that Manager shall endeavor to consult with Owner prior to making any such expenditures and, where such consultation is impracticable under the circumstances, shall notify Owner of the expenditures as promptly thereafter as reasonably possible.

     11.6 Personnel.

     (a) Manager Control. Except as otherwise provided herein, Manager shall manage and have sole and exclusive control of all aspects of the Hotel Personnel, including the recruitment, screening, hiring, payment (including processing of payroll and benefits), training, supervision, instruction and direction of all Hotel Personnel. No Hotel Personnel shall perform services for the benefit of Manager or any of its Affiliates or any property owned or managed by Manager or any of its Affiliates other than the Hotel.

     (b) Personnel Costs. All Hotel Personnel other than Senior Executive Personnel shall be employees of Owner, and (subject to Sections 9.3 and 11.5 and the other provisions of this Agreement) all Hotel Personnel Costs shall be the sole responsibility of Owner and may be paid by Manager from the Bank Accounts as Operating Costs. Owner shall have no right to supervise, discharge or direct any Hotel Personnel, except as otherwise set forth herein, and covenants and agrees not to attempt to so supervise, direct or discharge. Owner shall not interfere with or give orders or instructions to Hotel Personnel, but Owner may contact Manager or the Hotel’s general manager for purposes of evaluating or commenting upon Hotel Personnel, Hotel operations and/or financial performance. Subject to compliance with Gaming Laws, the Operation of the Hotel in compliance with the standards set forth herein, and Owner’s review and approval of the sharing arrangement on a monthly basis, Manager may cause certain Hotel Personnel to provide services to other facilities owned or operated by Manager or an Affiliate of Manager, in which event the costs associated with such personnel shall be equitably allocated between the Hotel and such other facilities pursuant and subject to a reimbursement arrangement satisfactory to Owner.

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     (c) Senior Executive Personnel. The Senior Executive Personnel shall report to Manager and shall have the authority and powers normally given to persons holding the positions occupied by them, subject to the authority and powers given to Owner and the Asset Manager in this Agreement.

     (d) Acts of Hotel Personnel. Manager shall not be deemed in breach of any provision of this Agreement, or otherwise (as between Owner and Manager) at fault, by reason of any act or omission of any of the Hotel Personnel, except in connection with its screening, hiring, training, supervision, instruction and direction of such Hotel Personnel.

     (e) Temporary Assignments. Manager may, if necessary in its reasonable judgment, assign one or more of its other supervisory employees to the Hotel on a temporary or part-time basis, and the costs and expenses of such assignment shall be Operating Costs of the Hotel, provided that such assignment and the costs and expenses thereof shall be subject to Owner’s prior written approval (as part of the Annual Budget or otherwise).

     11.7 Licenses and Permits; Owner’s Covenant. All liquor licenses, and all other licenses that are not readily transferable or re-issuable upon termination of this Agreement, shall be obtained and held in Owner’s name, to the extent permitted under Applicable Law. Owner shall also make, execute and deliver such agreements, contracts, leases, applications, verifications, instruments and other documents as are permitted hereunder, and shall otherwise cooperate reasonably with Manager, in connection with Manager’s exercise of its rights and authority, and performance of its obligations, under this Agreement, in each case subject to the terms and provisions of this Agreement.

     11.8 Maintenance, Repairs, Alterations and Reserves

     (a) Repairs, Maintenance and Alterations. Manager shall, subject to the applicable Annual Budget (and the availability of sufficient funds), repair and maintain the Hotel (other than such portions thereof as are leased to tenants who undertake a duty of repair and maintenance, in which case Manager shall use commercially reasonable and diligent efforts to cause such tenants to comply with such duty) in good order and condition and make all repairs thereto as may be necessary to operate at the Hotel Standard, and shall coordinate and provide general oversight in respect of the installation of FF&E in the ordinary course.

     (b) Emergency Repairs. If Manager shall, at any time, reasonably believe that (i) a dangerous condition exists at the Hotel, (ii) repairs are required to comply with any applicable Applicable Laws or Insurance Requirements in any material respect, or (iii) expenditures are required to eliminate a dangerous condition or to prevent further property damage following a fire, act of God, flood, earthquake or other like or unlike casualty or other emergency, Manager may take all steps and make, on behalf of Owner utilizing the funds in the Bank Accounts, all reasonable expenditures necessary to cure such condition or make such repairs, or which are otherwise so required, whether or not provided for in the applicable Annual Budget; provided, however, that Manager shall not make any such expenditures in excess of $50,000 with respect to any single condition or occurrence or related series of conditions or occurrences without Owner’s prior approval, except to the extent required to avoid an imminent peril to human life or imminent risk of material property damage or liability, to avoid a criminal violation, or to avoid

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cancellation of any required insurance. Manager agrees to notify Owner in writing as soon as reasonably possible of any such emergency condition or situation, the cost of which exceeds $15,000, adjusted annually with CPI, and of the action taken or proposed to be taken by Manager.

     11.9 Purchasing. In purchasing FF&E, Operating Supplies, Operating Consumables and other goods and services for the Hotel, Manager shall use commercially reasonable efforts to secure competitive prices for goods and services consistent with the Hotel Standard. When taking bids or issuing purchase orders, Manager shall use commercially reasonable efforts to secure for, and shall credit to, Owner any discounts, commissions, or rebates obtainable as a result of such purchase. Manager shall promptly remit to Owner’s benefit in the Bank Accounts all discounts, rebates, profits, or commissions received by Manager or by any Affiliate of Manager, in connection with any purchases described above, in connection with any purchase contracts or agreements entered into on behalf of Owner or in connection with the Hotel. This clause is intended to ensure that neither Manager nor any Affiliate of Manager shall receive, directly or indirectly, any remuneration other than that to be paid by Owner to Manager hereunder.

     11.10 Payment of Hotel Expenses

     (a) Manager shall in no event be required or obligated to advance any of its funds for the Operation of the Hotel, nor shall Manager be required to incur any liability in connection therewith unless Owner shall have furnished Manager with funds necessary for the discharge thereof. For avoidance of doubt, the cost, fees, compensation or other expenses of any persons, such as attorneys, independent asset managers, independent accountants and the like engaged by Owner to perform duties pertaining to the ownership (as opposed to Operation) of the Hotel, shall be an expense of Owner and shall not be an Operating Cost of the Hotel or deducted from Gross Operating Revenue for calculation of the Incentive Management Fee.

     (b) Subject to the terms of this Agreement, Manager shall, prior to delinquency, and as long as Manager has been supplied with bills and invoices, pay from the Bank Accounts or Sub-Accounts, to the extent of funds available therein, all Impositions assessed against the Hotel, and all insurance premiums on all policies of insurance maintained with respect to the Hotel and its operations.

     11.11 Coordination and Planning.

     (a) Cooperation with Transactions. Manager shall cooperate reasonably (at Owner’s request and at Owner’s cost and expense) with any actual or prospective purchaser, underwriter, lender or other person in connection with any actual or proposed sale, investment, offering, debt placement or financing of or related to the Hotel (provided that Manager shall not be required to release to any such person any of Manager’s Proprietary Rights or by reason of such cooperation incur any underwriting liability). Such cooperation may include the preparation of customary lists and schedules (such as, for example, inventories) and other information relating to the Hotel, to the extent regularly maintained or compiled, or if the requested information is reasonably available to Manager, as may be reasonably requested by a prospective purchaser, underwriter, lender or other person.

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     (b) Third-Party Operated Areas. Owner and Manager acknowledge that certain areas of the Hotel, such as the spa, fitness center or restaurant may be operated by third parties (the “Third-Party Managers”) under a lease, operating agreement, franchise agreement or similar agreement. Any areas of the Hotel operated by Third-Party Managers are referred to in this Agreement as “Third-Party Operated Areas”. The operation of any Third-Party Operated Areas by a Third-Party Manager, and the selection of a Third-Party Manager for such Third-Party Operated Areas, shall be subject to approval of both Owner and Manager; provided, that Manager, at its option, shall have the right to control the process of selecting any Third-Party Managers, including the right to conduct a request for proposals to select the Third-Party Managers, which selection shall be subject to the approval by Owner. Any lease, operating agreement, franchise agreement or similar agreement with a Third-Party Manager shall: (i) be consistent with the terms of this Agreement; (ii) allow Manager to operate the Hotel in accordance with the Hotel Standard and the terms of this Agreement; (iii) require the Third-Party Managers to operate the Third-Party Operated Areas in accordance with the Hotel Standard and all other terms of this Agreement; and (iv) be subject to the review and prior written approval of both Owner and Manager. All rents, fees and other amounts received by or on behalf of Owner from the operation of Third-Party Operated Areas shall be included in Gross Operating Revenue.

ARTICLE 12

GAMING LAW PROVISIONS

     12.1 Regulatory Cooperation. Manager shall cooperate and support Owner in connection with the preparation and prosecution of all applications required or deemed prudent by Owner for regulatory licenses, permits, registrations and other Approvals in connection with licensing and suitability determinations for the new equity owners of Owner, the implementation of any aspect of this Agreement and the transition of the Operation of the Hotel to a third party during the Transition Period.

ARTICLE 13

FINANCING

     13.1 Mortgages; Collateral Assignments. Owner shall have the right to grant a Mortgage or Security Interest to a Lender in connection with any Financing, and to assign to any Lender as collateral security for any Financing, all of Owner’s right, title and interest in and to this Agreement. In connection therewith, the Parties shall enter into a subordination and non-disturbance and attornment agreement incorporating customary and market terms and reasonably satisfactory to Manager and the Lender, provided that such form shall provide that (a) this Agreement shall survive any foreclosure or deed-in-lieu of foreclosure of the Hotel at the sole option of Owner and (b) Manager’s right to payment of fees and other amounts under this Agreement shall be subject and subordinate to the Lender’s right to payment under the Financing Documents, to the extent provided in Section 13.2.

     13.2 Subordination of Fees. The Base Management Fee and the Incentive Management Fee shall not be subordinated to the secured and/or unsecured financing in place at

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the exit of the Company from bankruptcy or any other financing with respect to which any Affiliates of Owner hold interests that are sufficient (or more than sufficient) in the aggregate to give them voting control of the outstanding obligations and/or commitments thereunder, and all fees, expenses and other amounts that would otherwise be due and payable under this Agreement shall continue to be payable to Manager during any default or event of default under any such financing. Notwithstanding the foregoing, the Base Management Fee and the Incentive Management Fee shall be subordinated to any future secured and/or unsecured financing with respect to which, at the time of origination, either no Affiliates of Owner hold any interest or Affiliates of Owner hold interests that are not sufficient in the aggregate to give them voting control of the outstanding obligations and/or commitments thereunder, provided that so long as there is no event of default under any such financing such fees shall be paid when due.

     13.3 Lender’s Right of Access. Upon reasonable advance notice from a Lender (which notice may be given verbally in connection with an emergency or upon the occurrence of an event of default under any Financing Documents), Manager shall permit and cooperate with such Lender and its agents and representatives to enter any part of the Hotel at any reasonable time for the purposes of examining or inspecting the Hotel, or examining or copying the books and records of the Hotel; provided, however, that any expenses incurred in connection with such activities shall be Operating Costs of the Hotel.

     13.4 Estoppel Certificates. Within ten (10) days after a written request therefor by Owner, Manager shall issue to Owner or any Lender an estoppel certificate, comfort letter or such other document as may be reasonably requested by Owner: (a) certifying that this Agreement has not been modified and is in full force and effect (or, if there have been modifications, specifying the modifications and certifying that the same is in full force and effect as modified); and (b) stating whether, to the knowledge of Manager, any default by Owner exists, and if so, specifying each default of which Manager has knowledge. Within ten (10) days after a written request therefor by Manager, Owner shall issue to Manager an estoppel certificate, comfort letter or such other document as may be reasonably requested by Manager: (i) certifying that this Agreement has not been modified and is in full force and effect (or, if there have been modifications, specifying the modifications and certifying that the same is in full force and effect as modified); and (ii) stating whether, to the knowledge of Owner, any default by Manager exists, and if so, specifying each default of which Owner has knowledge.

     13.5 Required Amendments. In the event any Lender or proposed Lender, directly or indirectly as a condition of closing the proposed Financing, requires any commercially reasonable modification of any terms or provisions of this Agreement, the Parties shall comply with such request; provided, however, Manager shall be under no obligation to consent to any requested modification or amendment to this Agreement that would increase Manager’s obligations under this Agreement or diminish the fees or reimbursements becoming due to Manager hereunder.

     13.6 Title; Compliance with Mortgage, Ground Lease and CC&R’s. Manager, to the extent it or any of its Affiliates has or has been provided true and accurate copies of any Mortgage, ground lease or CC&R’s encumbering the Hotel, shall use commercially reasonable and diligent efforts not to cause any violation of the covenants and conditions thereof.

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ARTICLE 14

INSURANCE

     14.1 Insurance Requirements. Manager shall procure and maintain the policies of insurance, in the names and with the coverages and limits, described in Schedule E or such other policies, in such other names or with such other coverages or limits, as may hereafter be designated by Owner from time to time. All premiums and other costs of such insurance, and any applicable deductibles or co-insurance requirements, shall be the responsibility of Owner and shall be paid in accordance with Section 15.1.

ARTICLE 15

BANK ACCOUNTS

     15.1 Administration of Bank Accounts. Manager shall establish, as agent for Owner, a bank account or accounts at a bank or other financial institution designated by Owner and approved by Manager (“Bank Accounts”). The Bank Accounts shall be in the name of Owner, doing business as the Hotel, shall be owned by Owner and shall use the taxpayer identification number of Owner. Manager shall not commingle the funds in any such Bank Account with any funds of Manager or any Affiliate of Manager. The Bank Accounts shall be interest-bearing accounts if such accounts are reasonably available and shall be maintained in accordance with the Financing Documents. Manager shall deposit into the Bank Accounts all moneys received by Manager from the operations of the Hotel. The Bank Accounts may include sub-accounts for specific purposes, such as restaurant and bar, parking and travel agent commission accounts (all such sub-accounts opened by Manager for specific purposes shall be referred to as the “Sub-Accounts”) into which Manager may deposit or transfer funds for payment to third parties. Manager, on behalf of Owner, shall have sole control of the Bank Accounts and Sub-Accounts and shall pay out of the same, to the extent of the funds from time to time therein, all costs and Operating Costs incurred in connection with the Operation of the Hotel and in accordance with this Agreement, including, without limitation, Hotel Personnel Costs, the Base Management Fee and Incentive Management Fee, and the Owner’s Expenses, any other amounts due Manager or its Affiliates under this Agreement; and all other costs and expenditures which Manager is permitted or required to make pursuant to this Agreement. If permitted by the operating system of the depository bank and requested by Owner, Owner shall be provided with “read-only” internet access to the Bank Accounts permitting Owner to examine balances and activity in the Bank Accounts but not permitting actions affecting or relating to the deposit or withdrawal of funds in such Bank Accounts. Manager shall establish controls intended to ensure accurate reporting, safety and security of all transactions involving the Bank Accounts.

     15.2 Authorized Signatories. Individuals designated by Manager and specifically approved by Owner shall be the only Persons authorized to make deposits into, and draw funds from, the Bank Accounts in accordance with this Agreement. Manager shall establish such reasonable controls to ensure accurate reporting of all transactions involving the Bank Accounts as Manager, consistent with commercially reasonable business procedures and practices in light of the size and nature of the operations at the Hotel, reasonably deems necessary or advisable.

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Manager shall provide Owner, on a monthly basis and as requested by Owner, copies of bank statements with respect to the Bank Accounts.

     15.3 Deposit and Disbursement of Funds. All revenues from the Operation of the Hotel shall be deposited by Manager in the Bank Accounts. Unless the Parties agree otherwise, Manager shall disburse to Owner each day, as directed by Owner, any funds remaining in the Bank Accounts and the Accounts in excess of the sum of (a) all Operating Costs (including any installments of the Base Management Fee and Incentive Management Fee) then due and unpaid and (b) $10,000,000.

     15.4 Cash Accounts. In addition to the Bank Accounts and Sub-Accounts, Manager shall be entitled to maintain such funds as it reasonably deems proper in house banks or in petty cash funds at the Hotel (all such accounts being referred to collectively as the “Accounts”). All of the funds in the Accounts shall belong to Owner and Manager shall not commingle its own, or any third party’s funds, with the funds in any of the Accounts.

ARTICLE 16

EXCUSED NON-PERFORMANCE

16.1 Excused Non-Performance. Notwithstanding any contrary provision of this Agreement, each Party shall be excused from the performance of any obligation hereunder (including Manager’s obligation to Operate the Hotel in conformity with the Hotel Standard), and shall not be deemed in default, for such period of time as such performance is prevented by a Force Majeure Event, a breach of this Agreement by the other Party or (in the case of Manager) a limitation imposed on Manager’s ability to expend funds in respect of the Hotel, due to Owner’s act or a shortage of funds in the Bank Accounts and the Accounts (provided Manager has provided Owner with reasonably timely notice of the need for additional funds and that the failure to expend funds by reason of the operation of such limitation shall reasonably prevent Manager from meeting such obligation).

ARTICLE 17

MISCELLANEOUS

     17.1 Entire Agreement. This Agreement constitutes the complete agreement of the Parties with respect to the subject matter hereof and supersede all prior discussions, negotiations and understandings.

     17.2 Amendment. Except with respect to any automatic amendment of this Agreement as set forth in Section 4.4, this Agreement may be amended, modified or supplemented only in a written document signed by each of the Parties.

     17.3 Notices. Any written notice to be given hereunder shall be deemed given: (a) when received if given in person or by courier; (b) on the date of transmission if sent by telecopy, e-mail or other wire transmission (receipt confirmed); (c) three days after being deposited in the U.S. mail, certified or registered mail, postage prepaid; and (d) if sent by an internationally recognized overnight delivery service, the second day following the date given to

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such overnight delivery service (specified for overnight delivery). All notices shall be addressed as follows:

If to Manager, addressed as follows:

Station Casinos LLC
1505 South Pavilion Center Drive
Las Vegas, Nevada 89135
Attention: General Counsel
Telephone: (702) 495-4256
Facsimile: (702) 495-4252

with a copy (which shall not constitute notice) to:

Milbank, Tweed, Hadley & McCloy, LLP
601 South Figueroa Street, 30^th Floor
Los Angeles, California 90017
Attention: Ken Baronsky
Telephone: (213) 892-4000
Facsimile: (213) 629-5063

If to Owner, addressed as follows:

Aliante Gaming, LLC
1505 South Pavilion Center Drive
Las Vegas, Nevada 89135
Attention: General Counsel
Telephone: (702) 495-4256
Facsimile: (702) 495-4252

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Attention: Alan W. Kornberg and Jeffrey D. Saferstein
Telephone: (212) 373-3000
Facsimile: (212) 757-3990

and to:

Lionel Sawyer & Collins
1100 Bank of America Plaza
50 West Liberty St.
Reno, NV 89501
Attention: Dan R. Reaser
Telephone: (775) 788-8619
Facsímile: (775) 788-8682

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     17.4 Waivers. The failure of a Party to require performance of any provision hereof shall not affect its right at a later time to enforce the same. No waiver by a Party of any term, covenant, representation or warranty contained herein shall be effective unless in writing. No such waiver in any one instance shall be deemed a further or continuing waiver of any such term, covenant, representation or warranty in any other instance.

     17.5 Assignment. This Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of each of the Parties hereto, including any committee, trustee or examiner with extended powers that is subsequently appointed in a bankruptcy case of any of the Parties, and the Successor Owner whether or not in contractual privity with Owner, and in particular no successor or assign of any Party may object or otherwise collaterally attack the relief provided to the Parties hereunder under any theory and in particular may not object to, withdraw or modify any claim allowed or limited herein or any waiver herein granted by any Party. Owner may not assign the benefits of this Agreement separately from the obligations hereunder and shall only assign this Agreement (and the benefits and obligations hereunder) to a transferee of Owner’s right, title and interest in and to the Hotel who agrees in writing to assume this Agreement. Any transferee of the Hotel, including any lenders or any designee thereof pursuant to a deed in lieu of foreclosure, or any person purchasing at a foreclosure sale or sale pursuant to Section 363 of the bankruptcy code, shall agree as a condition to acquiring the Hotel to perform all payment obligations in favor of Manager hereunder, including payment of the Management Fee after early termination of Manager (to the extent a payment obligation exists pursuant to the terms hereof), regardless of whether such termination occurred before or after the Hotel is transferred. Manager may not assign any benefits or burdens hereunder without Owner’s prior written consent.

     17.6 Counterparts. This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same Agreement. This Agreement may also be executed by facsimile or electronic signature.

     17.7 Headings. The headings of all sections of this Agreement are inserted solely for the convenience of reference and are not a part of and are not intended to govern, limit, or aid in the construction or interpretation of any term or provision hereof.

     17.8 Time of the Essence. To the extent that performance is to be governed by time, time shall be deemed to be of the essence hereof.

     17.9 Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws, and not the laws of conflicts, of the State of Nevada.

     17.10 Dispute Resolution.

          (a) In the event of a dispute between the Parties arising out of this Agreement, the Parties shall attempt in good faith to resolve the same within fifteen (15) days after one Party gives written notice thereof to the other Party.

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          (b) If the Parties are unable to resolve a dispute as aforesaid, either Party shall have the right to submit such dispute to arbitration by giving the other Party a written notice (an “Arbitration Notice”) specifying the nature of the dispute and stating that such dispute shall be determined in accordance with this Section 17.10(b). Any such arbitration shall be conducted in Las Vegas, Nevada, in accordance with the Commercial Arbitration Rules (Expedited Procedures) of the American Arbitration Association (the “AAA”), except that the provisions of this Section 17.10(b) shall supersede any conflicting provision of such rules. Each Party shall appoint an arbitrator within five (5) days after the delivery of an Arbitration Notice, and if either Party shall fail timely to appoint an arbitrator the arbitrator appointed by the other Party shall select an unrelated Person as the second arbitrator within four (4) days after the expiration of such five (5) day period. The two arbitrators so appointed shall, if possible, determine such matter within ten (10) after both of them are appointed. If such arbitrators are unable for any reason to agree on such matter within such ten (10) day period, then any Party may request JAMS/Endispute or any other arbitration organization, including the AAA, agreed to by the Parties to provide an impartial third arbitrator and the Parties shall be bound by any appointment so made. Within five (5) days after the third arbitrator has been appointed, each of the first two arbitrators shall submit their respective determinations to the third arbitrator, who must select one or the other of such determinations (whichever the third arbitrator believes to be closest to a correct determination) within ten (10) days after the expiration of such five (5) day period, and the selection so made shall in all cases be binding upon the Parties, and judgment upon such selection may be entered in any court having jurisdiction. During such ten (10) day period, the third arbitrator may schedule a hearing where the Parties and their advocates present evidence, call witnesses and experts and cross-examine the other Party’s witnesses and experts. In the event of the failure of an arbitrator to act for any reason, a successor shall be appointed within ten (10) days of such failure using the same process by which such arbitrator was appointed. The arbitrators conducting any arbitration shall be bound by the terms of this Agreement and shall not have the power to add to, subtract from or otherwise modify any provision in this Agreement. Each Party agrees to sign all documents and to do all other things necessary to submit any such matter to arbitration and hereby waives any right it may at any time have to revoke its agreement hereunder that it shall submit to arbitration and shall abide by the decision rendered thereunder. The substantially prevailing Party shall be entitled to receive from the other Party payment of all fees and expenses (including reasonable attorneys’ fees and expenses) incurred by the substantially prevailing Party in connection with such arbitration.

     17.11 Enforcement. Notwithstanding anything to the contrary contained in Section 17.10, either Party shall be entitled to commence legal proceedings in a court of competent jurisdiction (a) seeking such mandatory, declaratory or injunctive relief as may be necessary to define or protect the rights and enforce the obligations contained in this Agreement pending the resolution of any dispute in accordance with Section 17.10 or (b) involving the enforcement of an arbitration decision or award arising out of this Agreement. The substantially prevailing Party shall be entitled to receive from the other Party payment of all fees and expenses (including reasonable attorneys’ fees and expenses) incurred by the substantially prevailing Party in connection with such proceedings.

     17.12 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties and those other persons or entities specifically described herein, and, except as aforesaid, no provision of this Agreement shall be deemed to confer any remedy, claim or right upon any third party.

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     17.13 Incorporation. Any Schedules and Appendices attached hereto and referred to herein are incorporated into and form a part of this Agreement.

     17.14 Negotiated Agreement. This Agreement is the product of negotiations of the Parties, and in the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof.

     17.15 Currency. All amounts due hereunder shall be invoiced and paid in United States Dollars.

     17.16 Further Assurances. The Parties agree to execute and deliver such other instruments and perform such acts, in addition to the matters herein specified, as may be appropriate or reasonably necessary, from time to time, to effectuate the agreements and understandings of the Parties, whether the same occur before or after the date of this Agreement.

     17.17 Compliance with Laws. Each Party shall comply with all applicable laws, rules, regulations and orders of the United States, all other jurisdictions and any agency or court thereof relating to the performance of such Party’s obligations under this Agreement.

     17.18 Relationship of the Parties. The relationship between the Parties to this Agreement is that of independent contractors. Under no circumstances shall either Party be deemed an agent or representative of the other Party. Neither Party shall have authority to act for or bind any other Party in any way, or represent that it is in any way responsible for acts of any other Party. Nothing in this Agreement shall be construed or interpreted to create a relationship between the Parties (or their designees, contractors, employees or representatives) of partner, joint venturer, principal and agent, or employer and employee.

     17.19 Expenses. Except as otherwise expressly set forth in this Agreement, each Party hereto shall bear its own expenses incurred in connection with the negotiation, documentation, execution of this Agreement and with respect to the transactions contemplated by this Agreement. For avoidance of doubt, this provision shall not limit the reimbursement of legal expenses incurred by Manager in connection with the discharge of its duties as manager hereunder that are incurred in connection with the performance or delivery of Services.

     17.20 Non-Recourse. The Parties acknowledge that none of the members of Owner and no past, present or future director, officer, committee member, employee, incorporator, member, partner or direct or indirect equity holder of Owner (such Persons, the “Non-Recourse Parties”) is a party to this Agreement. The Parties further acknowledge that none of the Non-Recourse Parties, whether individually or collectively, shall have any liability whatsoever of any kind or description for any obligations or liabilities of Owner under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby or thereby. Accordingly, the Parties hereby agree that in the event (i) there is any alleged breach or alleged default or breach or default by any Party under this Agreement, or (ii) any Party has or may have any claim arising from or relating to the terms of this Agreement, no Party shall, or shall have

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any right to, commence any proceedings or otherwise seek to impose any liability or obligation whatsoever of any kind or description on or against the Non-Recourse Parties, whether collectively or individually, by reason of such alleged breach, default or claim.

*   *   *   *   *

[Signature Page Follows]

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     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered as of the Effective Date.

Manager: STATION CASINOS LLC
By:
	Name:
	Title:

Signature Page to Management Agreement

Owner:

ALIANTE GAMING, LLC
a Nevada limited liability company

By: ALST Casino Holdco, LLC,
       its Managing Member
 

By:
	Name:
	Title:

Signature Page to Management Agreement

SCHEDULE A

Operating Costs

“Operating Costs” means all costs and expenses of maintaining, conducting and supervising the operation of the Hotel which are properly attributable to the period of determination, including:

     (i) the cost of sales of all food, beverages, other goods and services sold or consumed by the Hotel and of all Operating Supplies and Operating Consumables, with the exception of the cost of food, beverages, services and other items sold or consumed by concessionaires and other third party vendors leasing space in the Hotel;

     (ii) salaries, wages and other benefits of the personnel employed by Owner with respect to the Hotel, including costs of payroll taxes and employee benefits, and the fees and expenses, including travel expenses, of third-party consultants;

     (iii) the cost of all other materials, supplies, goods and services used in connection with the operation of the Hotel including heat and utilities, trash removal, office supplies, security and all other services performed by third parties, telephone and data processing equipment and other equipment;

     (iv) the cost of repairs to and maintenance of the Hotel, to the extent not paid from the actual cash proceeds of any fire or casualty insurance after deducting necessary expenses in connection with the adjustment or collection of such proceeds;

     (v) insurance and bonding premiums with respect to the Hotel, including property damage insurance, public liability insurance, workers’ compensation insurance, or insurance required by similar employee benefits acts and such business interruption or other insurance as may be provided for protection against claims, liabilities and losses incurred with respect to deductibles applicable to the foregoing types of insurance;

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

     (vii) legal, consulting, lobbying, political and charitable contributions, accounting and other fees for professionals for services related to the operation of the Hotel and to transition services provided to a new owner and/or manager of the Hotel;

     (viii) all expenses for marketing the Hotel, including all expenses of advertising, sales, promotion and public relations activities; and

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

A-1

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

Operating Costs shall include Owner’s Allocation of Shared Expenses. The method of calculating Shared Expenses shall be that used during the Lookback Period and shall fairly distribute the costs of shared employees and services among all properties for which Manager or its Affiliates provides such employees and performs such services, provided, however, that such allocation will be fair and equitable and will not discriminate against the Hotel as compared with the allocation of such expenses among other properties operated by Manager and its Affiliates, as applicable.

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

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

“Shared Expenses” means Manager’s or its Affiliates’ (as the case may be) allocated out-of-pocket costs (not including any mark-up or other profit margin) for Senior Executive Personnel and shared employees and for Shared Services related to the Hotel. Shared Expenses may include the costs incurred by the Manager or its Affiliates for group purchasing items and/or direct salary and wages (including, without limitation, employer’s contributions under FICA, unemployment compensation or other employment taxes, and regular pension fund contributions, worker’s compensation, group life, accident, health and other health insurance premiums, profit sharing, and retirement plans, disability and other similar benefits) paid to or accrued for the benefit of Senior Executive Personnel and of employees that are assigned to perform a function for Owner that otherwise would be filled by an employee of, or third party provider to, Owner, prorated to the extent actually attributable to each such employee’s actual time incurred for the benefit of Owner. The method of computing various Shared Expenses is proprietary and confidential information of Manager and its Affiliates and has been provided to Owner in confidence in a separate confidential writing.

A-2

SCHEDULE B

Senior Executive Personnel

Position	Individual Occupying Position as of Effective Date
Director of Hotel Operations	HERRERA, CHRISTIANE LEIGH
VP/General Manager	THOMPSON, CAROL A.
Table Games Shift Manager	TAIT, JAMES B.
Executive Chef	TRETIAK, CHAD A.
Director of Facilities	HICKEN, WILLIAM R.
Director of Table Games	NOVAK, TERRY W.
Table Games Shift Manager	GELLNER, CHRISTOPHER R.
Director of Marketing	GERAMI, KRISTEN JOYCE
Director of Sales	BOWERS, LINDA MARIE
Director of F&B	BRAY, JOHN
Director of Human Resources	HILTON, TERESA LOUISE
Director of Slots	LITTLE, BRANDON M.
National Sales Manager	WOODS, JERAMY M.
Director of Finance	DORSEY, JERRY GENE
Director of R&S	MEEKER, JACKSON
Controller	MARTELLARO, GARY
Director of Surveillance	WAGNER, MARC
Director of Security	EDER, PAUL
Controller	WILLIAMS, MELANIE
Assistant Director F&B	DELACRUZ, WINNJAY
Room Manager — Restaurant	GUTIERREZ, RON

B-1

SCHEDULE C

The computer systems, reservation systems and other support services (proprietary and non-proprietary) used in connection with the operation of the Hotel and regularly provided by Manager and/or its Affiliates to Owner.

C-1

SCHEDULE D

Shared Services

“Shared Services” means any of the following activities in connection with maintaining, and conducting and supervising the operation of, the Hotel which are properly attributable to the Hotel during the period of determination, except in each case to the extent that Owner elects in accordance with the further provisions of this Schedule not to have the Hotel share services with respect to such activities with other properties owned or operated by Manager or any of its Affiliates:

procurement and management of all food, beverages, other goods and services sold or consumed by the Hotel and of all Operating Supplies and Operating Consumables, with the exception of the cost of food, beverages, services and other items sold or consumed by concessionaires and other third party vendors leasing space in the Hotel;

procurement of all other materials, supplies, goods and services used in connection with the operation of the Hotel including heat and utilities, trash removal, office supplies, security telephone and data processing equipment and other equipment;

repairs to and maintenance of the Hotel, to the extent not paid from the actual cash proceeds of any fire or casualty insurance after deducting necessary expenses in connection with the adjustment or collection of such proceeds;

risk management, procurement of insurance and bonds with respect to the Hotel, including property damage insurance, public liability insurance, workers’ compensation insurance, or insurance required by similar employee benefits acts and such business interruption or other insurance as may be provided for protection against claims, liabilities and losses incurred with respect to deductibles applicable to the foregoing types of insurance;

management and accounting for all taxes, assessments, water/sewer charges, and other fees and charges (other than federal, state or local income taxes and franchise taxes or the equivalent) payable by or assessed against the Hotel with respect to the operation of the Hotel;

legal, consulting, lobbying, political and charitable contributions, accounting and other fees for professionals for services related exclusively to the operation of the Hotel and to transition services provided to a new owner and/or manager of the Hotel;

centralized record keeping, data processing, payroll, switchboard, reservations, live entertainment and other booking, banking, human resources, personnel benefits (provided by an Affiliate of Manager only, Manager shall not provide personnel benefits), information technology, race and sports book, regulatory compliance, operations

D-1

management, security management, room rate management, purchasing, design and construction;

marketing the Hotel, including media purchases, advertising, brand development, sales, special promotions, database marketing, and public relations activities;

in-house production activities, including publications for human resources, video production, commercials, sign animation, web-site, etc.;

management and accounting for all excise, sales, gross receipts, admission, entertainment, tourist or use taxes, gaming taxes and device fees, real estate taxes, ad valorem taxes, personal property taxes, utility taxes and other taxes (as those terms are defined by GAAP), assessments for public improvements, and municipal, county and state license and permit fees;

processing of direct mail; and

any other activities with respect to which Manager and/or its Affiliates may offer from time to time to provide services on a shared basis for the Hotel and one or more other properties owned or operated by Manager or any of its Affiliates.

Owner shall have the right from to time to elect, by giving not less than 30 days’ written notice thereof to Manager, (a) not to have the Hotel share services with respect to any of the foregoing activities with other properties owned or operated by Manager or any of its Affiliates, in which event such activities shall no longer constitute “Shared Services” hereunder and shall be performed separately for the Hotel in the same manner as Management Services which do not constitute Shared Services hereunder, or (b) to have the Hotel share services with respect to any of the foregoing activities with other properties owned or operated by Manager or any of its Affiliates, in which event such activities shall constitute “Shared Services” hereunder.

D-2

SCHEDULE E

Insurance Requirements

(See attached.)

E-1

SCHEDULE F

Marketing Restrictions

1. Marketing in Restricted Area.

     (a) Owner and Manager (and their respective Affiliates) shall have the right to distribute or cause to be distributed (whether by mail, courier, facsimile transmission, personal delivery, television, radio, internet, electronic mail or otherwise) marketing or similar content or materials (“Marketing Materials”) to specific Persons known or believed to reside in any of zip codes 89115, 89131, 89156, 89165, 89191, 89031, 89033, 89081, 89084, 89085 and 89086 (collectively, the “Restricted Area”) only if such Marketing Materials (i) relate exclusively to the Hotel (and not to any other properties) or (ii) in the case of distributions by or on behalf of Manager or any of its Affiliates, (x) relate to all properties owned or managed by Manager and its Affiliates, (y) feature the Hotel more prominently than the other such properties (the “Other Properties”), and (z) include no offers or solicitations applicable to any Other Property which are more favorable than those applicable to the Hotel.

     (b) Without limiting the provisions of Section 1(a) of this Schedule, for every distribution within the Restricted Area of Marketing Materials relating to Other Properties, Manager shall distribute or cause to distributed outside the Restricted Area to targets designated or approved by Owner Marketing Materials relating to the Hotel of substantially the same volume or circulation and in substantially the same form and medium. Owner acknowledges and agrees that such Marketing Materials may also feature (with greater, lesser or equal prominence) Other Properties; provided, that such Marketing Materials shall include no offers or solicitations applicable to any Other Property which are more favorable than those applicable to the Hotel.

     (c) Notwithstanding anything in this Section 1 or elsewhere to the contrary, Manager shall not (and shall cause its Affiliates not to) install, maintain or arrange, directly or indirectly, any billboard, sign or other similar advertisement within the Restricted Area for any Other Property.

2. In-Hotel Marketing.

     (a) Manager shall not (and shall cause its Affiliates not to) permit marketing or similar content or materials within the Hotel (including without limitation in directories or in television programming generated by or on behalf of the Hotel) for any Other Property, unless such materials (i) relate to all properties owned or managed by Manager and its Affiliates (including the Hotel) and (ii) include no offers or solicitations applicable to any Other Property.

     (b) In the event that Manager or any of its Affiliates conducts any promotional or like activity, event or other program (including, by way of illustration only and without

F-1

limitation, progressive jackpots and “car-a-day” promotions) at any of the properties owned or managed by it, then Manager and its Affiliates shall be required to offer to conduct such activity, event or program at the Hotel on terms and conditions that are reasonably satisfactory to the parties and that are no less favorable to the Hotel than those offered to other properties managed by Manager or any of its Affiliates for third parties.

F-2

SCHEDULE G

Initial Annual Budget

(See attached.)

G-1

EX-10.3

Exhibit 10.3

FINAL(RE V3.)

LICENSE AGREEMENT

     THIS LICENSE AGREEMENT (this “Agreement”) is entered into this 6^th day of January 2006 (“Effective Date”), by and between NORTH VALLEY ENTERPRISES, LLC (“NVE”), a Nevada limited liability company with its principal place of business at 901 North Green Valley Parkway. Suite 210, Henderson, NV 89074 and ALIANTE GAMING, LLC (the “Company”), a Nevada limited liability company with its principal place of business at % Aliante Station, LLC, 2411 West Sahara Avenue, Las Vegas, Nevada 89102. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned to such terms in the Amended and Restated Operating Agreement of Aliante Gaming, LLC, dated as of January 6, 2006, by and among the Company, Aliante Holding, LLC, a Nevada limited liability company (“Holding”) and Aliante Station, LLC (“Station”), in its capacity as Manager (the “Operating Agreement”). Each of NVE and the Company is sometimes referred to herein as a “Party,” and both of them, together, are sometimes referred to herein as the “Parties.”

W I T N E S S E T H

     WHEREAS, NVE is the owner of the trademarks, service marks, trade names and logos (the “Marks”) identified on Exhibit A, which are registered or the subject of applications for registration as set forth on Exhibit A as such exhibit may be amended from time to time by the parties to add or delete such marks (including, without limitation, additional marks incorporating the “Aliante” text) as are necessary or as are no longer used in the business of the Company; and

     WHEREAS, the Company wishes to use the Marks in connection with the operation of a hotel and casino and related improvements located on the property described on Exhibit B (the “Project”) ; and

     WHEREAS, NVE is willing to grant to the Company a license to use the Marks in connection with the operation of such hotel and casino; and

     WHEREAS, Holding is the sole member of the Company; and

     WHEREAS, G.C. Aliante, LLC (“GC”) and Station are the sole members of Holding.

     NOW THEREFORE, in consideration of the valuable covenants herein, the Parties agree as follows:

     1. LICENSE

          A. GRANT OF LICENSE

          NVE hereby grants to the Company a non-exclusive, non-transferable, royalty-free, limited-scope license to use the Marks in connection with the hotel and casino services and other goods and services set forth in the registrations or applications for the Marks and marketing and advertising directly related to the Project; provided, however, that nothing in this Agreement shall grant to the Company any license to use any right, title, or interest of NVE, including, without limitation, any copyright, patent. trademark, or service mark, including, without limitation, any Mark, in association with any real estate development services or any other good or service not expressly set forth in this Section 1.A. NVE shall not further license, sublicense or

otherwise grant or permit the right to use the Marks to any other individual, corporation, limited liability company, partnership, trust or other entity (each, a “Person”) if such use would constitute a “Restricted Activity” within the meaning of Section 3.8 of the Operating Agreement, which is excerpted in Attachment I hereto.

          B. TERRITORY OF LICENSE

          The Company may use the Marks only in connection with the limited scope set forth in Section 1.A above in the United States, its possessions and territories, and on the Internet (provided, however, that any use on or through domain names owned by NVE shall only be acceptable after NVE’s prior written approval, in NVE’s sole and absolute discretion), and, to the extent that the Company wishes to use any of the Marks for advertising and marketing of the Project in any other countries, the Company shall promptly arrange for the filing, prosecution and protection of applications to register such Marks in NVE’s name in each such country, provided that the Company shall be responsible for, and shall properly reimburse NVE for, all reasonable fees, costs, and expenses in connection with such filings.

          C. TERM OF LICENSE

          Subject to the termination provisions of this Agreement, the term of the license shall commence as of the Effective Date and shall continue in perpetuity; provided, further, that in all instances, the Company shall have complied with the quality control provisions of Section l.D(i) below, subject to the applicable cure period set forth therein.

          D. QUALITY CONTROL

               (i) The Company shall only use the Marks in connection with respective goods and services that are of a quality which at all times comports with the requirements set forth in Section 3.l(b) of the Operating Agreement, and to make reasonably available to NVE, at NVE’s request, specimens of all materials which at the time of the request bear any of the Marks and which are being used to advertise and promote the Marks and the goods and services under the Marks. NVE shall also have the right, upon reasonable notice to the Company and during reasonable business hours, and subject to applicable laws (including Gaming Laws, as defined in the Operating Agreement), to inspect the Company’s premises to ensure that the quality of the goods and services offered in connection with the Marks is being maintained; provided, however, NVE shall use commercially reasonable steps to avoid unreasonably disrupting the Company’s business or operations.

               (ii) In the event that the Company shall fail to carry out or comply with the minimum quality standards set forth in Section 1.D(i) above and fail to cure such breach within thirty (30) days after written notice from NVE specifying the breach and, to the extent reasonably practicable, the steps necessary to cure such breach, NVE may terminate this Agreement by giving written notice to the Company.

          E. MARKING

          The Company shall indicate on all printed materials bearing the Marks that the Marks are owned by NVE and are used under license from NVE, and shall otherwise include

2

applicable federal registration symbols and trademark notices, and any other notices and legends that may be reasonably required by NVE. The Company shall use commercially reasonable efforts to preserve the independent indicia between the Marks and any third Person’s mark (including, without limitation, any mark that incorporates the text “Station”) and take additional steps to reinstate the independent indicia in the event that such independent indicia is breached.

          F. COMPOSITE MARK; DERIVATIVE MARK

               (i) Subject to Section 1.E. above and only in the event that a unitary or composite mark consisting of a Mark on the one hand, and “Station” or “Station Casinos”, on the other hand (the “Composite Mark”), arises in connection with the hotel and casino services to be provided pursuant to the Agreement, all right, title and interest in and to such Composite Mark shall be owned by the Company. Upon termination of this Agreement, the Company shall (a) cease and desist from all use of such Composite Mark; (b) destroy all advertising, promotional and other materials bearing such Composite Mark; and (c) immediately withdraw or cancel any trademark applications or registrations with respect to the Composite Mark.

               (ii) Subject to Sections 1.B. and 1.E. above and only in the event that a mark consisting of the text “Aliante” and any other word, symbol or device (the “Derivative Mark”) arises in connection with the scope of goods or services to be provided pursuant to the Agreement, other than a Composite Mark, NVE shall be the sole owner of all right, title and interest in and to such Derivative Mark. The Company shall not challenge the ownership or validity of such Derivative Mark, or file any application for mark or copyright registration, or any other form of protection for such Derivative Mark.

     2. GOODWILL

          Any and all goodwill associated with, arising out of, or identified by the Marks shall inure directly and exclusively to the benefit of, and is the property of, NVE; provided, however, that to the extent that a Composite Mark arises, all goodwill inuring exclusively to the Composite Mark shall inure exclusively to the benefit of the Company; provided further, however, that upon cessation of any use of a Composite Mark pursuant to Section 1.F. above, any residual goodwill in and to any Mark that in any manner derived or emanated from the use or existence of the Composite Mark shall inure directly and exclusively to NVE.

     3. INDEMNIFICATION AND LIMITATION OF LIABILITY

          A. The Company (and any receiver, liquidator, or trustee of, or successor to, the Company) shall indemnify and hold harmless NVE and NVE’s respective officers, partners, shareholders. directors, managers, members and employees (each an “Indemnitee”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, all reasonable costs and expenses of defense, appeal and settlement of any and all suits, actions and proceedings involving an Indemnitee. and all costs of investigation in connection therewith) (“Claims”) that may be imposed on, incurred by, or asserted against an Indemnitee to the extent relating to or arising out of, (i) the hotel and casino services; (ii) the Project; (iii) the Company’s negligent use or willful misuse of the Marks: or, (iv) breach by the Company of its representations or covenants under this Agreement.

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          B. Subject to Section 3.A. above, NVE shall indemnify and hold harmless the Company, Holding (and its members, other than GC), and their officers, Managers and employees (each an “Indemnitee”), from and against any and all claims that may be imposed on, incurred by, or asserted against an Indemnitee relating to or arising out of any (i) infringement by the Company or NVE of third parties’ rights (including, without limitation, any federal or state copyright, patent, trademark, or other proprietary rights) as a result of this Agreement or the Company’s or NVE’s use of the Marks, (ii) breach of agreement by NVE with third parties, or (iii) breach by NVE of any representation or covenant under this Agreement; provided, however, with respect to clause (i) hereof, NVE’s indemnity of the Company shall not include the Company’s infringement of third-party rights as a result of the Company’s use of the Marks in breach of this Agreement.

          C. The indemnifying party pursuant to Sections 3.A or 3.B shall pay expenses as they are incurred by an Indemnitee in connection with any action, claim or proceeding that such Indemnitee asserts in good faith to be subject to the indemnification obligations set forth herein. upon receipt of an undertaking from such Indemnitee to repay all amounts so paid by the indemnifying party to the extent that it is finally determined that the Indemnitee is not entitled to be indemnified therefor under the terms hereof.

          D. In no event shall NVE or the Company be liable for consequential, punitive or special damages for any breach of this Agreement, and any liability of any such Party for any breach of this Agreement shall be limited to actual damages suffered by the Party as a result of such breach.

     4. COVENANTS

          A. The Company represents, covenants and agrees that, except as otherwise expressly provided for herein, it:

               (i) shall not use or seek to register the Marks or any confusingly similar trademark, service mark, trade dress, Internet domain name or similar electronic designation of address, or any products or services closely related thereto, except as expressly provided for herein;

               (ii) shall not challenge or contest the ownership or validity of, or knowingly facilitate the violation, infringement or dilution by others of the Marks, the Derivative Marks or the Composite Marks, as used in connection with the terms and conditions of this Agreement;

               (iii) shall not use or seek to register, or permit any Affiliate of the Company to use or seek to register, any trade name incorporating the text “Aliante” other than the trade name “Aliante Gaming, LLC;”

               (iv) [Reserved];

               (v) shall not object to any use by GC or NVE of the Marks, whether or not related to the gaming industry; and

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               (vi) shall obtain all applicable permits and licenses in connection with its obligations under this Agreement, except for those required to be maintained by NVE, or where the failure to be so licensed, authorized or qualified would not have a material adverse effect on its ability to fulfill its obligations under this Agreement.

GC shall provide to NVE upon request (l) a full, complete and accurate copy of the definitive Operating Agreement and (2) copies of all amendments, modifications and changes to the Operating Agreement promptly following the effectiveness thereof.

          B. NVE represents, covenants and agrees that, except as otherwise expressly provided for herein:

               (i) the Marks are registered or the subject of applications as set forth in Exhibit A; and it will arrange to make all filings deemed reasonably necessary by it to maintain the registered or applied for status of the Marks;

               (ii) to NVE’s actual knowledge after no investigation, the Marks do not materially infringe on any trademark of third parties;

               (iii) it has the corporate authority to execute this Agreement, and it has no notice of a material basis to doubt the legal right to grant the license set forth herein;

               (iv) neither NVE, nor to the actual knowledge of NVE after no investigation any third party, is in material breach of any agreement related to the Marks that would have a material adverse effect on the Company or the ability of the Company to use the Marks; and

               (v) it shall take commercially reasonable steps to address infringement by third parties of the Marks which would have a material adverse effect on the Company’s ability to fully exploit the Marks.

     5. NOTICES AND SUBMISSION OF SPECIMENS

          All notices and submissions which the Parties are obligated to make under this Agreement shall be to the following:

(a)  As to NVE:

North Valley Enterprises, LLC
901 North Green Valley Parkway, Suite 210
Henderson, NV 89074
Phone: (702) 990-2160
Facsimile: (702) 990-9860
Attn: Robert W. Solomon, Esq.

With a copy to:

Perkins Coie, LLP

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1899 Wynkoop St., Suite 700
Denver, CO 80202
Phone: (303) 291-2321
Facsimile: (303) 291-2400
Attn: John L. Ruppert, Esq.

(b)   As to the Company:

Aliante Gaming, LLC
c/o Aliante Station, LLC
2411 West Sahara Avenue
Las Vegas, Nevada 89102
Phone: (702) 221-6606
Facsimile: (702) 221-6613
Attn: Richard J. Haskins, Esq.

(c)   As to Station (or any Station Affiliate):

Aliante Station, LLC
c/o Station Casinos, Inc.
2411 West Sahara Avenue
Las Vegas, Nevada 89102
Phone: (702) 221-6606
Facsimile: (702) 221-6613
Attn: Richard J. Haskins, Esq.

With a copy to:

Milbank,Tweed, Hadley & McCloy LLP
601 South Figueroa Street, 30th Floor
Los Angeles, California 90017
Phone: (213) 892-4333
Facsimile: (213) 629-5063
Attn: Kenneth J. Baronsky, Esq.

          All notices, requests, consents and other formal communication between the Parties that are required or permitted under this Agreement (“Notices”) shall be in writing and shall be sent to the address for the respective addressee provided above (each a “Notice Address”). Notices shall be (a) delivered personally with a written receipt of delivery, (b) sent by a recognized overnight courier requiring a written acknowledgment of receipt or providing a certification of delivery or attempted deliver (e.g., Federal Express, Airborne, UPS), (c) sent by certified or registered mail, postage prepaid, return receipt requested, or (d) transmitted by facsimile machine provided that the facsimile transmission is received between 8:00 a.m. and 5:00 p.m. (as determined by the time zone of the addressee), Monday through Friday but excluding holidays on which the primary office of the addressee is closed, and provided, further, that a duplicate copy of the Notice is delivered to the respective Notice Address on the first regular business day following the date of facsimile transmission. Notices shall be deemed

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delivered when actually received by the addressee at the respective Notice Address; provided, however, that if the Notice was sent by overnight courier or mail as aforesaid and is affirmatively refused or cannot be delivered during customary business hours by reason of the absence of a signatory to acknowledge receipt, or by reason of a change of address with respect to which the addressor did not have either knowledge or written notice delivered in accordance with this Section 5, then the first attempted delivery shall be deemed to constitute delivery.

     A Party shall be entitled to change its Notice Address from time to time, and to add up to two (2) additional notice addressees, by delivering to the other Party notice thereof in the manner herein provided for the delivery of Notices.

     6. TRANSFER

          The Company shall not sublicense or assign this Agreement, or any rights hereunder, without the prior written consent of NVE; provided, however, in the event Station (or an Affiliate thereof) forms a new entity (including with additional members, partners or shareholders) to carry on the Project if GC is no longer a member of Holding, this Agreement may be assigned to such new entity without GC’s or NVE’s consent.

     7. THIRD PARTY BENEFICIARY

          GC (or an Affiliate thereof) shall be an express third party beneficiary of this Agreement. So long as Station (or an Affiliate thereof) is a member of Holding or if Station (or an Affiliate thereof) forms a new entity (including with additional members, partners or shareholders) to carry on the Project if GC is no longer a member of Holding, Station, its Affiliates and such new entity shall be an express third party beneficiary of this Agreement. Notwithstanding the preceding sentence, Parent shall be an express third party beneficiary of this Agreement with respect to Section 1.F hereof.

     8. MISCELLANEOUS

          A. Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, transferees and assigns.

          B. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

          C. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.

          D. Each Party agrees to perform all further acts and execute, acknowledge and deliver any documents which may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement.

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          E. The laws of the State of Nevada shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Parties.

          F. This Agreement may be executed in any number of counterparts with the same effect as if all of the Parties had signed the same document. All counterparts shall be construed together and shall constitute one agreement.

          G. This Agreement may be amended or modified only with the prior written consent of the Parties and, to the extent such amendment or modification would adversely affect the third party beneficiary rights of Station, its Affiliates or any new entity referenced in Section 7 hereof, with the prior written consent of Station.

[The remainder of this page is left blank intentionally.]

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          IN WITNESS WHEREOF, the Parties have fully executed, sealed and delivered this Agreement as of the day and year first written above.

NORTH VALLEY ENTERPRISES, LLC
By:	Starnorth Partner, LLC,
	a Nevada limited liability company Its Manager

By:   American Nevada Company, LLC, a
Nevada limited liability company,
Its Manager  

By:	[ILLEGIBLE]
	Name:	[ILLEGIBLE]
	Title:	[ILLEGIBLE]

ALIANTE GAMING, LLC
By:	Aliante Station, LLC., its Manager

By:	Station Casinos, Inc., its Manager
By:	[ILLEGIBLE]
	Richard J.Haskins
	Secretary
Consented and Agreed to: ALIANTE STATION, LLC
By:	Station Casinos, Inc., its Manager
By:	[ILLEGIBLE]
	Richard J. Haskins
	Secretary

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Exhibit A

U.S.REGISTERED OR APPLIED FOR MARKS

Mark	Serial No.
ALIANTE	76/439913
ALIANTE	76/439912
ALIANTE	76/439901
ALIANTE	76/439949
ALIANTE	76/439948
ALIANTE	76/439947
ALIANTE	76/439946
ALIANTE	76/439945
ALIANTE	76/439944
ALIANTE	76/439943
ALIANTE	76/439942
ALIANTE	76/439941
ALIANTE	76/439940
ALIANTE	76/439939
ALIANTE & Design	76/439783
ALIANTE & Design	76/439903
ALIANTE & Design	76/439902
ALIANTE & Design	76/439924
ALIANTE & Design	76/439922
ALIANTE & Design	76/439923
ALIANTE & Design	76/439921
ALIANTE & Design	76/439920
ALIANTE & Design	76/439919
ALIANTE & Design	76/439918
ALIANTE & Design	76/439917
ALLANTE & Design	76/439916
ALIANTE & Design	76/439915
ALIANTE & Design	76/439914
Design	76/439768
Design	76/439767
Design	76/439929
Design	76/439928
Design	76/439927
Design	76/439926
Design	76/439925
Design	76/439900
Design	76/439782
Design	76/439784

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Exhibit B

LEGAL DESCRIPTION OF THE PROJECT

All of Parcel Thirty-Four (34), as shown on the Final Map of Aliante North, recorded in Book 110 of Plats, Page 72, in the Office of the County Recorder of Clark County, Nevada.

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Attachment I
SECTION 3.8 OF THE AGREEMENT

1. Section 3.8 of the Agreement:

“3.8 Conflicts of Interest: Right to Participate.

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

     (A) the Section 3.8(a) Restrictions shall not apply to the Losee Property;

     (B) the Section 3.8(a) Restrictions shall not apply to any New Property (as defined in and) subject to the Holding Operating Agreement; and

     (C) the Section 3.8(a) Restrictions shall not prohibit the Greenspun Persons from collectively and in the aggregate owning less than five percent (5%) of the publicly traded Voting Stock of a company involved in a Restricted Activity, or prohibit Parent, and the Fertitta Persons from collectively and in the aggregate owning less than five percent (5%) of the publicly traded Voting Stock of a company involved in a Restricted Activity, in both cases only so long as such investment is passive and without any ability or intent to exercise influence or control over the management or direction of the entity in which the Voting Stock is owned.

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

     (c) Subject to Sections 3.8(a) and 3.8(b) and any restrictions or conditions set forth in the Holding Operating Agreement, each Fertitta Person and each Greenspun Person shall be entitled to enter into any transaction that may be considered to be competitive with, or a business opportunity that may be beneficial to, the Company or to Holding. Any transactions or agreements (other than transactions or agreements expressly contemplated by this Agreement, including reimbursement of Shared Expenses, as long as such transactions are otherwise in compliance with this Agreement) between the Fertitta Persons and the Greenspun Persons (on

A-3

the one hand) and the Company (on the other) (any such transaction referred to herein as an “Affiliate Transaction”) shall be disclosed to the EC Members and members of Holding in advance and shall be on commercially reasonable, arms-length terms that are no less favorable to the Company or Holding than could be obtained from an independent third party. No transaction with the Company shall be voidable solely because a Fertitta Person or a Greenspun Person has a direct or indirect interest in the transaction if either (i) the transaction is fair to the Company or (ii) the disinterested Manager or the disinterested EC Member, in either case knowing the material facts of the transaction and the Fertitta Person’s or Greenspun Person’s interest, authorize, approve or ratify the transaction. Notwithstanding the foregoing, any loans to the Company by a Fertitta Person, a Greenspun Person or one or more of their Affiliates shall require the approval of the Executive Committee pursuant to the terms of this Agreement.

     (d) The Parties acknowledge that an Affiliate of GC shall be the “declarant” under the declaration of covenants, conditions and restrictions affecting the Resort Property, and that the “declarant” may take actions that are inconsistent with this Agreement, or not in the best interest of the Company, and Holding and GC shall not be in breach hereof by reason of such actions and “declarant” shall not have any duty under this Agreement to Station, Parent, Holding or the Company; provided, however, that nothing in this Section 3.8(d) shall permit such Affiliate “declarant” to engage in a Restricted Activity.

     (e) The Section 3.8(a) Restrictions shall survive the withdrawal, expulsion or other termination of GC or Station as a member of Holding, through the earlier to occur of the date that is five (5) years after the date of the Opening or three (3) years after the withdrawal, expulsion, buyout or termination of GC or Station as a member of Holding. The rights afforded the parties in Section 3.8 (b) hereto and the applicable provisions of the Holding Operating Agreement shall not apply to any real property acquired by a Fertitta Person or a Greenspun Person after the date of withdrawal, expulsion, buy-out or other termination of GC or Station as a member of Holding; provided, that any such real property shall remain subject to the Section 3.8(a) Restrictions as provided in the preceding sentence”.

2. Defined terms:

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

     “Agreement” means the Amended and Restated Operating Agreement of Aliante Gaming LLC, as amended.

     “Exempt Affiliate” means a Person who is not a Fertitta Family Member, but who is an Affiliate solely because such Person is an investor in Parent or an investor in a successor to

A-4

Parent by merger, consolidation, acquisition or similar manner, for a bona fide business purpose other than to evade the prohibition set forth in Section 3.8(a).

     “EC Member” means a member of the Executive Committee.

     “Executive Committee” means the executive committee created under the Agreement.

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

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

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

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

     “Holding” means Aliante Holding LLC, a Nevada limited liability company.

     “Holding Operating Agreement” means the Operating Agreement of Aliante Holding, LLC, as amended.

     “Losee Property” means the real property owned by Losee Elkhorn Properties, LLC. a Nevada limited liability company. The Losee Property is legally described on Exhibit E to the Agreement.

     “Manager” means the manager of the Company as appointed pursuant to the Agreement.

     “New Property” means an interest, directly or indirectly, in whole or in part, in real property (or a direct or indirect interest in an entity that owns or acquires an interest, directly or indirectly, in whole or in part, in real property) located in whole or in part within the Restricted Area other than an Exempt Property acquired or to be acquired by a Fertitta Person or a Greenspun Person during the Restricted Period.

     “Parent”means Station Casinos, Inc.

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

     “Restricted Area” means the property area set forth on Exhibit G to the Agreement

     “Shared Expenses” means Parent’s, the Manager’s or their respective Subsidiaries’ (as the case may be) allocated out-of-pocket costs (not including any mark-up or other profit margin) for

A-5

shared employees and for shared services related to the Project as approved by the Executive Committee.

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

     “Voting Stock” means all issued and outstanding shares of a Person’s stock of any type, or class or any other security issued by such Person, entitling the holder of such stock or other security to vote for any member of such Person’s board of directors or otherwise with respect to the control and affairs of such Person.

A-6

EX-10.4

Exhibit 10.4

EXECUTION VERSION

LICENSE AGREEMENT

     THIS LICENSE AGREEMENT (this “Agreement”) is entered into this ___th day of October 2011 (“Effective Date”), by and among STATION CASINOS LLC, (“Licensor”), a Nevada limited liability company with its principal place of business at 2411 West Sahara Avenue, Las Vegas, Nevada 89102 and ALIANTE GAMING, LLC (the “Company”), a Nevada limited liability company with its principal place of business at 1505 South Pavillion Center Drive, Las Vegas, Nevada 89135. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned to such terms in the Hotel Management Agreement (the “Management Agreement”), dated as of ________, 2011, among the Company and Licensor. Each of the Licensor and the Company is sometimes referred to herein as a “Party,” and all of them, together, are sometimes referred to herein as the “Parties.”

W I T N E S S E T H:

     WHEREAS, Licensor is the owner or licensee of the trademarks, service marks and trade names (the “Marks”) identified on Exhibit A, as such exhibit may be amended from time to time by the parties to add or delete such marks as are necessary or as are no longer used in the business of the Company; and

     WHEREAS, the Company wishes to use the Marks in connection with the operation of the Aliante Station Hotel + Casino, located at 7300 Aliante Parkway, North Las Vegas, NV 89084 (“Hotel”); and

     WHEREAS, Licensor is willing to grant to the Company a license to use the Marks in connection with the operation of the Hotel; and

     NOW THEREFORE, in consideration of the valuable covenants herein, the Parties agree as follows:

     1. LICENSE

               A. GRANT OF LICENSE

          Licensor hereby grants to the Company a non-exclusive, non-transferable, royalty-free, limited scope license to use the Marks in connection with the hotel and casino services and other goods and services set forth in the registrations or applications for the Marks and marketing and advertising directly related to the Hotel.

               B. TERRITORY OF LICENSE

          The Company may use the Marks only in connection with the limited scope set forth in Section 1.A, above in the United States, its possessions and territories, and on the Internet (provided, however, that any use on or through domain names owned by Licensor shall only be acceptable after Licensor’s prior written approval, in Licensor’s sole and absolute discretion), and, to the extent that the Company wishes to use any of the Marks for advertising and marketing of the Hotel in any other countries. Licensor shall arrange for the filing of applications to register such Marks in Licensor’s name in each such country, provided that the

Company shall be responsible for, and shall properly reimburse Licensor for, all reasonable fees, costs, and expenses in connection with such filings.

               C. TERM OF LICENSE

          The term of the license shall commence as of the Effective Date. On the Effective Date, this Agreement will supersede the License and Support Agreement dated on June 6th, 2006 by and between Station Casinos, Inc., Aliante Station, LLC and the Company (“2006 License and Support Agreement”). This Agreement and the license provided herein will terminate automatically upon and concurrently with the termination of the Management Agreement, provided that if the Company elects to cause Licensor to provide Transition Services under the Management Agreement, then this Agreement and the license provided for hereunder shall continue for as long as the Transition Period, as defined in the Management Agreement, is in effect; provided, that in all instances, the Company shall have complied with the quality control provisions of Section 1.D(i) below, subject to the applicable cure period set forth therein.

               D. QUALITY CONTROL

               (i) The Company shall only use the Marks in connection with respective goods and services that are of a quality which at all times comports with the requirements set forth in the 2006 License and Support Agreement, and to make reasonably available to Licensor, at Licensor’s request, specimens of all materials which at the time of the request bear any of the Marks and which are being used to advertise and promote the Marks and the goods and services under the Marks. Licensor shall also have the right, upon reasonable notice to the Company and during reasonable business hours, and subject to applicable laws (including Gaming Laws), to inspect the Company’s premises to ensure that the quality of the goods and services offered in connection with the Marks is being maintained; provided, however, Licensor shall use commercially reasonable steps to avoid unreasonably disrupting the Company’s business or operations.

               (ii) In the event that the Company shall fail to carry out or comply with the minimum quality standards set forth in Section 1.D(i) above, and shall fail to cure such breach within thirty (30) days after written notice from Licensor specifying the breach and, to the extent reasonably practicable, the steps necessary to cure such breach, Licensor may terminate this Agreement by giving written notice to the Company.

               E. MARKING

          The Company shall indicate on all printed materials bearing the Marks that the Marks are owned by Licensor and are used under license, and shall otherwise include applicable federal registration symbols and trademark notices, and any other notices and legends that may be reasonably required by Licensor. The Company shall use commercially reasonable efforts to preserve the independent indicia between the Marks and any third Person’s mark (including, without limitation, any mark that incorporates the text “Aliante”) and take additional steps to reinstate the independent indicia in the event that such independent indicia is breached.

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               F. COMPOSITE MARK; DERIVATIVE MARK

               (i) Subject to Section 1.E. above and only in the event that a unitary or composite mark consisting of a Mark or “Station” or “Station Casinos,” on the one hand, and “Aliante” or any other mark, on the other (the “Composite Mark”) is adopted and used in connection with the hotel and casino services to be provided pursuant to the Agreement, all right, title and interest in and to such Composite Mark shall be owned by the Company. Upon termination of the license granted under Section 1.A. above, the Company shall (a) cease and desist from all use of such Composite Mark; (b) destroy all advertising, promotional and other materials bearing such Composite Mark; and (c) immediately withdraw or cancel any trademark applications or registrations with respect to the Composite Mark.

               (ii) Subject to Sections 1B. and 1.E. above and only in the event that a mark consisting of the word(s) “Station” or “Station Casinos,” and any other word, symbol or device (the “Derivative Mark”) is adopted and used in connection with the hotel and casino services to be provided under the Agreement, other than a Composite Mark, Licensor shall be the sole owner of all right, title and interest in and to such Derivative Mark. The Company shall not challenge the ownership or validity of such Derivative Mark, or file any application for trademark or copyright registration, or any other form of protection for such Derivative Mark.

               G. GOODWILL

          Any and all goodwill associated with, arising out of, or identified by the Marks shall inure directly and exclusively to the benefit of, and is the property of, Licensor; provided, however, that to the extent that a Composite Mark arises, all goodwill inuring exclusively to the Composite Mark shall inure exclusively to the benefit of the Company; provided further, however, that upon cessation of any use of a Composite Mark pursuant to Section 1.F, above, any residual goodwill in and to any Mark that in any manner derived or emanated for the use of existence of the Composite Mark shall inure directly and exclusively to Licensor.

     2. INDEMNIFICATION AND LIMITATION OF LIABILITY

          A. The Company (and any receiver, liquidator, or trustee of, or successor to, the Company) shall indemnify and hold harmless Licensor, and its officers, partners, shareholders, directors, managers, members and employees (each an “Indemnitee”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, all reasonable costs and expenses of defense, appeal and settlement of any and all suits, actions and proceedings involving an Indemnitee, and all costs of investigation in connection therewith) (“Claims”) that may be imposed on, incurred by, or asserted against an Indemnitee to the extent relating to or arising out of, the Company’s negligent use or willful misuse of the Marks or breach by the Company of its representations or covenants under this Agreement.

          B. Licensor shall indemnify and hold harmless the Company and their officers and managers from and against any and all claims that may be imposed on, incurred by, or asserted against an Indemnitee relating to or arising out of any (i) infringement by the Company, Station or Licensor of third parties’ rights (including,

3

without limitation, any federal or state copyright, patent, trademark, or other proprietary rights) as a result of this Agreement or the Company’s or Licensor’s use of the Marks, (ii) breach of agreement by Licensor with third parties, or (iii) breach by Licensor of any representation or covenant under this Agreement; provided, however, with respect to clause (i) hereof, Licensor’s indemnity of the Company shall not include the Company’s infringement of third-party rights as a result of the Company’s use of the Marks in breach of this Agreement.

          C. The indemnifying party pursuant to Sections 2.A or 2.B above shall pay expenses as they are incurred by an Indemnitee in connection with any action, claim or proceeding that such Indemnitee asserts in good faith to be subject to the indemnification obligations set forth herein, upon receipt of an undertaking from such Indemnitee to repay all amounts so paid by the indemnifying party to the extent that it is finally determined that the Indemnitee is not entitled to be indemnified therefor under the terms hereof.

          D. In no event shall Licensor or the Company be liable for consequential, punitive or special damages for any breach of this Agreement, and any liability of any such Party for any breach of this Agreement shall be limited to actual damages suffered by the Party as a result of such breach.

     3. COVENANTS

          A. The Company represents, covenants and agrees that, except as otherwise expressly provided for herein, it:

               (i) shall not use or seek to register the Marks or any confusingly similar trademark, service mark, trade dress Internet domain name or similar electronic designation of address, or any products or services closely related thereto, except as expressly provided for herein;

               (ii) shall not challenge or contest the ownership or validity of, or knowingly facilitate the violation, infringement or dilution by others of the Marks, the Derivative Marks or the Composite Marks, as used in connection with the terms and conditions of this Agreement;

               (iii) shall keep confidential and secret and shall not disclose or make available any Confidential and Proprietary Information (as hereinafter defined), directly or indirectly to anyone other than its own employees or the employees of any manager or managing member of the Company. Only the employees of the Company or any manager or managing member of the Company who are required to know the details of the Confidential and Proprietary Information to enable the Company to perform its obligations hereunder shall receive such details; provided, however, the foregoing requirement of non-disclosure does not apply to information generally known to be public through no fault of the Company, known to the Company prior to its disclosure by Licensor, through a source that is not known by the Company to be subject to any obligation, contractual or otherwise, to keep such information confidential or required to be disclosed by law. As used in this Agreement, “Confidential and Proprietary Information” shall mean any information relating to technical, marketing, product and/or

4

business affairs which is disclosed by Licensor or the Company, as the case may be, and which is clearly designated as “confidential” or “proprietary” by the disclosing party, including trade secrets relating to Licensor’s software research and developments, inventions, processes, formulae, techniques, methods, procedures, designs or other technical, business or gaming-related information;

               (iv) shall not object to any use by Licensor of the Marks, whether or not related to the gaming industry; and

               (v) shall obtain all applicable permits and licenses in connection with its obligations under this Agreement, except for those required to be maintained by Licensor, or where the failure to be so licensed, authorized or qualified would not have a material adverse effect on its ability to fulfill its obligations under this Agreement.

          B. Licensor represents, covenants and agrees that, except as otherwise expressly provided for herein:

               (i) the Marks are registered or the subject of applications as set forth in Exhibit A; Licensor has the right to license or sublicense (as applicable) the Marks as contemplated herein; and Licensor will arrange to make filings deemed reasonably necessary by Licensor to maintain the registered or applied for status of the Marks;

               (ii) to Licensor’s actual knowledge after no investigation, the Marks do not materially infringe on any trademark or other intellectual property right of third parties;

               (iii) Licensor has the corporate authority to execute this Agreement, and the legal right (without the consent of any other Person) to grant the rights and licenses set forth herein;

               (iv) Neither Licensor nor, to the actual knowledge of Licensor after no investigation, any third party is in material breach of any material agreement related to the Marks that would have a material adverse effect on the ability of the Company to fully exploit the Marks;

               (v) Licensor shall take commercially reasonable steps to address infringement by third parties of the Marks that would have a material adverse effect on the ability of the Company to fully exploit the Marks; and

               (vi) Licensor shall keep confidential and shall not disclose or make available any Confidential and Proprietary Information directly or indirectly to anyone other than their own employees who are required to know the details of such Confidential and Proprietary Information in order for Licensor to provide services to the Company; provided, however, the foregoing requirement of non-disclosure does not apply to information generally known to the public through no fault of Licensor, known by Licensor prior to its disclosure through a source that is not known by Licensor, as applicable, to be subject to any obligation, contractual or otherwise, to keep such information confidential, or information required to be disclosed by law.

5

     4. NOTICES AND SUBMISSION OF SPECIMENS

          All notices and submissions which the Parties are obligated to make under this Agreement shall be to the following:

(a)	As to Licensor
	Station Casinos LLC 1505 South Pavilion Center Drive Las Vegas, Nevada 89135 Phone: (702) 221-6606 Facsimile: (702) 221-6613 Attn: Richard J. Haskins, Esq.
	With a copy to (which shall not constitute notice):
	Milbank, Tweed, Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor Los Angeles, California 90017 Phone: (213) 892-4333 Facsimile: (213) 629-5063 Attn: Kenneth J. Baronsky, Esq.
(b)	As to the Company:
	Aliante Gaming, LLC 1505 South Pavilion Center Drive Las Vegas, Nevada 89135 Attention: General Counsel Telephone: (702) 495-4256 Facsimile: (702) 495-4252]
	With a copy (which shall not constitute notice) to:
	Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 Attention: Alan W. Kornberg and Jeffrey D. Saferstein Telephone: (212) 373-3000 Facsimile: (212) 757-3990
	and to:
	Lionel Sawyer & Collins 1100 Bank of America Plaza 50 West Liberty St.

6

Reno, NV 89501
Attention: Dan R. Reaser
Telephone: (775) 788-8619
Facsímile: (775) 788-8682

          All notices, requests, consents and other formal communication between the Parties that are required or permitted under this Agreement (“Notices”) shall be in writing and shall be sent to the address for the respective addressee provided above (each a “Notice Address”). Notices shall be (a) delivered personally with a written receipt of delivery, (b) sent by a recognized overnight courier requiring a written acknowledgment of receipt or providing a certification of delivery or attempted deliver (e.g., Federal Express, Airborne, UPS), (c) sent by certified or registered mail, postage prepaid, return receipt requested, or (d) transmitted by facsimile machine provided that the facsimile transmission is received between 8:00 a.m. and 5:00 p.m. (as determined by the time zone of the addressee), Monday through Friday but excluding holidays on which the primary office of the addressee is closed, and provided, further, that a duplicate copy of the Notice is delivered to the respective Notice Address on the first regular business day following the date of facsimile transmission. Notices shall be deemed delivered when actually received by the addressee at the respective Notice Address; provided,however, that if the Notice was sent by overnight courier or mail as aforesaid and is affirmatively refused or cannot be delivered during customary business hours by reason of the absence of a signatory to acknowledge receipt, or by reason of a change of address with respect to which the addressor did not have either knowledge or written notice delivered in accordance with this Section 5, then the first attempted delivery shall be deemed to constitute delivery.

          A Party shall be entitled to change its Notice Address from time to time, and to add up to two (2) additional notice addressees, by delivering to the other Party notice thereof in the manner herein provided for the delivery of Notices.

     5. TRANSFER

          The Company shall not sublicense or assign this Agreement, or any rights hereunder, without the prior written consent of Licensor.

     6. THIRD PARTY BENEFICIARY

          North Valley Enterprises, LLC (“NVE”) (or an Affiliate thereof) shall be an express third party beneficiary of this Agreement solely for purposes of Section 1.F, hereof..

     7. MISCELLANEOUS

          A. Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, transferees and assigns.

          B. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

7

          C. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.

          D. Each Party agrees to perform all further acts and execute, acknowledge and deliver any documents which may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement.

          E. The laws of the State of Nevada shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Parties.

          F. This Agreement may be executed in any number of counterparts with the same effect as if all of the Parties had signed the same document. All counterparts shall be construed together and shall constitute one agreement.

          G. This Agreement may be amended or modified only with the prior written consent of all of the Parties and, to the extent such amendment or modification would adversely affect the third party beneficiary rights of NVE referred to in Section 6 hereof or any new entity referenced in Section 6 hereof, with the prior written consent of NVE.

[The remainder of this page is left blank intentionally.]

8

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

LICENSOR STATION CASINOS LLC
By:
	Name:	Thomas M. Friel
	Title:	Executive Vice President

COMPANY ALIANTE GAMING, LLC
By:
	Name:
	Title:

9

Exhibit A

A. U.S. Trademark Registrations

Mark	Class(es)	Reg. No.	Reg. Date
RED ROCK	16	3339158	11/20/2007
RED ROCK	41	3424069	05/06/2008
RED ROCK	43	3552181	12/23/2008
RED ROCK CASINO RESORT SPA	43	3674651	08/25/2009
RED ROCK CASINO, RESORT & SPA	41	3424068	05/06/2008
RED ROCK CASINO RESORT SPA	35	3757660	03/09/2010
RED ROCK CASINO RESORT SPA	25	3754790	03/02/2010
RED ROCK LANES	41	3447885	06/17/2008
RED ROCK SPA	44	3298840	09/25/2007
$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
DETOX/RETOX	41	3968275	05/31/2011
DETOX/RETOX	43	3968273	05/31/2011
DETOX/RETOX	44	3968274	05/31/2011
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

10

Mark	Class(es)	Reg. No.	Reg. Date
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	3/4/2008
KENOMANIA	41	1634451	2/5/1991
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

11

Mark	Class(es)	Reg. No.	Reg. Date
PALACE STATION HOTELCASINO (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
PONT. CLICK. CONVENE.	43	4016505	08/23/2011
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

12

Mark	Class(es)	Reg. No.	Reg. Date
TURF GRILL	41, 43	3290343	09/11/2007
WIN WITHOUT WINNING	41	2827502	03/30/2004
XTRA “PLAY CASH”	41	2660649	12/10/2002

B. 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	12/2/2008
DETOX/RETOX	41	77/624,819	12/2/2008
DETOX/RETOX	44	77/624,749	12/2/2008
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
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
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
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

13

Mark	Class(es)	Application No.	Filing Date
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 LOCALS (within heart design)	25	85/392,071	08/08/2011
WE LOCALS (within heart design)	41	85/392,116	08/08/2011
WE LOCALS (within heart design)	43	85/392,155	08/08/2011
WE LOCALS (within heart design)	44	85/392,179	08/08/2011
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

C. Foreign Trademark Registrations

     None.

D. Foreign Trademark Applications

     None.

E. State Trademark Registrations

Mark	State	Reg. No.	Reg. Date
RED ROCK	NV	SM00360797	10/07/2004
RED ROCK	NV	SM00360798	10/07/2004
RED ROCK	NV	SM00360799	10/07/2004
RED ROCK	NV	TM00280867	03/05/1996
RED ROCK LANES	NV	E0320942007-0	05/02/2007
RED ROCK RESORT CASINO	NV	SM00360800	10/07/2004
RED ROCK RESORT CASINO	NV	SM00360801	10/07/2004
RED ROCK RESORT CASINO	NV	SM00360802	10/07/2004
THE SPA AT RED ROCK	NV	E0346652006-4	5/8/2006
THE SPA AT RED ROCK	NV	E0346672006-6	5/8/2006
THE SPA AT RED ROCK	NV	E0346692006-8	5/8/2006
$1.6 MILLION WINFALL OF CASH	NV	E0649812009-3	12/11/2009
$100,000 BINGO COUNTDOWN COVERALL (and design)	NV	SM00360895	12/07/2004

14

Mark	State	Reg. No.	Reg. Date
$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	E04212920084	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
CAR-A-DAY IN MAY GIVEAWAY (and design)	MN	20,673	04/30/1993
DETOX/RETOX	NV	E0031512010-4	1/22/2010
DETOX/RETOX	NV	E0042582010-4	1/22/2010
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

15

Mark	State	Reg. No.	Reg. Date
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
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
KENOMANIA	NV	SM00230436	03/09/1990
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
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

16

Mark	State	Reg. No.	Reg. Date
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
PASTA CUCINA	NV	E0492862011-3	08/31/2011
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	3/9/1990
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	5/16/2005
THE GRAND CAFÉ	NV	E0293252005-1	5/16/2005
THE GRAND CAFÉ	NV	SM00360395	5/11/2004
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
WE (HEART SHAPE) LOCALS CENTERED WITHIN A HEART	NV	E0461542011-8	08/15/2011

17

Mark	State	Reg. No.	Reg. Date
WE (HEART SHAPE) LOCALS CENTERED WITHIN A HEART	NV	E0461482001-0	08/15/2011
WE (HEART SHAPE) LOCALS CENTERED WITHIN A HEART	NV	E0461532011-7	08/15/2011
WIN WITHOUT WINNING	NV	SM00350538	05/14/2003

18

EX-10.5

Exhibit 10.5

EXECUTION VERSION

CREDIT AGREEMENT

Dated as of November 1, 2011

among

ALIANTE GAMING, LLC,

ALST CASINO HOLDCO, LLC,

the Lenders herein named,

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Administrative Agent

TABLE OF CONTENTS

	Page
ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS		1
1.1 Defined Terms		1
1.2 Use of Defined Terms		45
1.3 Accounting Terms		45
1.4 Rounding		45
1.5 Exhibits and Schedules		45
1.6 Miscellaneous Terms		46
ARTICLE 2 LOANS		46
2.1 Loans		46
2.2 Collateral		47
ARTICLE 3 PAYMENTS AND FEES		47
3.1 Interest		47
3.2 Principal Payments		47
3.3 Refinancing Amendments		49
3.4 Extension of Loans		50
3.5 Prepayment Offers		51
3.6 [Reserved]		58
3.7 Agency Fee		58
3.8 Increased Commitment Costs		59
3.9 [Reserved]		59
3.10 Late Payments; Default Rate		59
3.11 Computation of Interest		59
3.12 Non Business Days		60
3.13 Manner and Treatment of Payments		60
3.14 [Reserved]		61
3.15 Failure to Charge Not Subsequent Waiver		62
3.16 Administrative Agent’s Right to Assume Payments Will be Made		62
3.17 Fee Determination Detail		62
3.18 Replacement of Lenders		63
3.19 Survivability		63
ARTICLE 4 REPRESENTATIONS AND WARRANTIES		63
4.1 Existence and Qualification, Power, Compliance With Laws		63
4.2 Authority, Compliance With Other Agreements and Instruments and Government Regulations		63
4.3 No Governmental Approvals Required		64
4.4 Subsidiaries		64
4.5 Financial Statements		65
4.6 No Other Liabilities; No Material Adverse Changes		65
4.7 Title to Property		65
4.8 Intangible Assets		65

i

	Page
4.9 Litigation		65
4.10 Binding Obligations		66
4.11 No Default		66
4.12 ERISA		66
4.13 Regulation U; Investment Company Act		67
4.14 Disclosure		67
4.15 Tax Liability		68
4.16 [Reserved]		68
4.17 Hazardous Materials		68
4.18 Gaming Laws		68
4.19 Security Interests		68
4.20 Deposit and Securities Accounts		69
4.21 Permits		69
4.22 OFAC, Etc.		69
ARTICLE 5 AFFIRMATIVE COVENANTS		70
5.1 Payment of Taxes and Other Potential Liens		70
5.2 Preservation of Existence		70
5.3 Maintenance of Properties		71
5.4 Maintenance of Insurance		71
5.5 Compliance With Laws		73
5.6 Inspection Rights		73
5.7 Keeping of Records and Books of Account		73
5.8 Compliance With Agreements		73
5.9 [Reserved]		73
5.10 New Subsidiaries; Collateral; Legal Opinions		74
5.11 Hazardous Materials Laws		74
5.12 Projections		75
5.13 Deposit and Securities Accounts		75
ARTICLE 6 NEGATIVE COVENANTS		75
6.1 Asset Sales		76
6.2 Restricted Payments		77
6.3 Indebtedness		77
6.4 Liens and Negative Pledges		79
6.5 Restrictions on Subsidiaries		80
6.6 Fundamental Changes		82
6.7 Transactions with Affiliates		83
6.8 Sale and Leaseback Transactions		83
6.9 Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries		83
6.10 Permitted Businesses		84
6.11 Management Fees		84
6.12 Amendments to Constituent Documents and Management Agreement		84
6.13 [Reserved]		84
6.14 [Reserved]		84

ii

	Page
6.15 [Reserved]		84
6.16 Investments		84
6.17 ERISA		85
6.18 [Reserved]		85
6.19 Designation of Subsidiaries		85
6.20 Holdings		85
ARTICLE 7 INFORMATION AND REPORTING REQUIREMENTS		86
7.1 Financial and Business Information		86
7.2 Compliance Certificates		89
ARTICLE 8 CONDITIONS		89
8.1 Conditions to Closing		89
ARTICLE 9 DEFAULT AND REMEDIES UPON EVENT OF DEFAULT		91
9.1 Events of Default		91
9.2 Remedies Upon Event of Default		94
ARTICLE 10 ADMINISTRATIVE AGENT		95
10.1 Appointment and Authorization of Administrative Agent		95
10.2 Delegation of Duties		96
10.3 Liability of Administrative Agent		96
10.4 Reliance by Administrative Agent		96
10.5 Notice of Default		97
10.6 Credit Decision; Disclosure of Information by Administrative Agent		97
10.7 Indemnification of Administrative Agent		98
10.8 Administrative Agent in its Individual Capacity		98
10.9 Successor Administrative Agent		99
10.10 Administrative Agent May File Proofs of Claim		99
10.11 Collateral and Guaranty Matters		100
10.12 Proportionate Interest in any Collateral		101
10.13 Foreclosure on Collateral		101
10.14 Subordination, Non Disturbance and Attornment Agreements		101
10.15 No Obligations of Borrower		101
10.16 Secured Bank Products Agreements and Secured Hedging Agreements		102
ARTICLE 11 MISCELLANEOUS		102
11.1 Cumulative Remedies; No Waiver		102
11.2 Amendments; Consents		102
11.3 Attorney Costs, Expenses and Taxes		105
11.4 Nature of Lenders’ Obligations		105
11.5 Survival of Representations and Warranties		106
11.6 Notices		106
11.7 Execution of Loan Documents		108
11.8 Successors and Assigns		108

iii

	Page
11.9 Right of Setoff		112
11.10 Sharing of Payments by Lenders		112
11.11 Indemnification by Borrower		113
11.12 Nonliability of the Lenders		114
11.13 No Third Parties Benefited		115
11.14 Confidentiality		115
11.15 Further Assurances		116
11.16 Integration		116
11.17 Governing Law		116
11.18 Severability of Provisions		116
11.19 Headings		116
11.20 Time of the Essence		116
11.21 Foreign Lenders and Participants		117
11.22 Hazardous Material Indemnity		119
11.23 Gaming Compliance		119
11.24 Payments Set Aside		120
11.25 Replacement of Lenders		120
11.26 WAIVER OF RIGHT TO TRIAL BY JURY		121
11.27 [Reserved]		121
11.28 PURPORTED ORAL AMENDMENTS		121
11.29 USA PATRIOT ACT		122

iv

Exhibits
A –	Assignment and Assumption
B –	Compliance Certificate
C –	Note
D –	[Reserved]
E –	Acceptance and Prepayment Notice
F –	Discount Range Prepayment Notice
G –	Discount Range Prepayment Offer
H –	Solicited Discount Prepayment Notice
I –	Solicited Discount Prepayment Offer
J –	Specified Discount Prepayment Notice
K –	Specified Discount Prepayment Response
L –	Perfection Certificate
Schedules
1.1	Existing Investments
1.2	Existing Liens
2.1	Lenders and Commitments
4.3	Governmental Approvals
4.8	Trademarks and Trade Names
4.9	Material Litigation
4.17	Hazardous Materials Matters
4.20	Deposit and Securities Accounts
4.21	Permits
6.7	Transactions with Affiliates

v

CREDIT AGREEMENT

Dated as of November 1, 2011

     This CREDIT AGREEMENT is entered into by and among Aliante Gaming, LLC, a Nevada limited liability company (together with its successors and permitted assigns, the “Borrower”), ALST Casino Holdco, LLC, a Delaware limited liability company (“Holdings”), each lender listed on the signature pages hereto or which from time to time becomes a party hereto (collectively, the “Lenders”, and individually, a “Lender”) and Wilmington Trust, National Association, as Administrative Agent. Borrower, Administrative Agent and the Lenders agree as follows:

ARTICLE 1
DEFINITIONS AND ACCOUNTING TERMS

          1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

          “Acceptable Discount” has the meaning set forth in Section 3.5(d)(ii).

          “Acceptable Prepayment Amount” has the meaning set forth in Section 3.5 (d)(iii).

          “Acceptance and Prepayment Notice” means a notice of the Borrower’s acceptance of the Acceptable Discount in substantially the form of Exhibit E.

     “Acceptance Date” has the meaning set forth in Section 3.2(d)(ii).

     “Additional Lender” means, at any time, any bank, other financial institution or institutional investor that, in any case, is not an existing Lender and that agrees to provide any portion of any Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 3.3; provided that each Additional Lender (other than any Person that is a Lender, an Affiliate of a Lender or an Approved Fund of a Lender at such time) shall be subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed), in each case to the extent any such consent would be required from the Administrative Agent under Section 11.8(b)(iii)(B) for an assignment of Loans to such Additional Lender.

     “Administrative Agent” means Wilmington Trust, when acting in its capacity as the Administrative Agent under any of the Loan Documents, or any successor Administrative Agent.

     “Administrative Agent’s Office” means the Administrative Agent’s office at 50 South Sixth Street, Suite 1290, Minneapolis, Minnesota 55402, or such other address as the Administrative Agent hereafter may designate by written notice to Borrower and the Lenders.

     “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

     “Affiliate” means, as to any Person (a) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person or (b) any executive officer or director of such specified Person. For purposes of this definition, “control,” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” shall have correlative meanings. Notwithstanding anything to the contrary herein, in no event shall (i) the Administrative Agent or any Lender or (ii) any Affiliate or Approved Fund of any of the foregoing be considered an “Affiliate” of Holdings, the Borrower or any Restricted Subsidiary due to any Person described in clause (i) being in the capacity described in such clause.

     “Agent-Related Persons” means the Administrative Agent, together with its Affiliates (including Wilmington Trust in its capacity as the Administrative Agent), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

     “Agreement” means this Credit Agreement, either as originally executed or as it may from time to time be supplemented, modified, amended, restated or extended.

     “Aliante Casino and Hotel” means the real property in Las Vegas, Nevada being operated on the Closing Date as Aliante Station Casino and Hotel, together with the related improvements thereon.

     “All-In Yield” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, OID, upfront fees or otherwise; provided that OID and upfront fees shall be equated to interest rate assuming a four-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); and provided, further, that “All-In Yield” shall not include arrangement fees, structuring fees or underwriting or similar fees paid to arrangers for such Indebtedness.

     “Amortization Expense” means, for any period, amounts recognized during such period as amortization of goodwill and other assets classified as intangible assets in accordance with GAAP.

     “Applicable Discount” has the meaning set forth in Section 3.5(c)(ii).

     “Applicable Interest Rate” means (a) the PIK Interest Rate or (b) for any Interest Period in respect of which a Cash Interest Election has been made and for any Interest Period (or portion of any Interest Period) after the third anniversary of the Closing Date, the Cash Interest Rate, as applicable.

2

     “Applicable Tax Rate” means, with respect to each tax year, the highest effective combined federal, state and local tax rates applicable to any individual residing in New York City for that tax year.

     “Appropriate Lender” means, at any time, with respect to Loans of any Class, the Lenders of such Class.

     “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

     “Asset Sale” means the Disposition of any Property or other asset(s) of Holdings, the Borrower or any Restricted Subsidiary, other than:

     (1) a transfer or other Disposition of assets or Equity Interests between or among Borrower and its Restricted Subsidiaries;

     (2) the sale, lease or other Disposition of equipment, inventory, accounts receivable or other assets in the ordinary course of business;

     (3) the sale or other Disposition of cash and Cash Equivalents in the ordinary course of business;

     (4) any sale or other Disposition of any FF&E that has become surplus, damaged, worn out or obsolete; and

     (5) the lease of any portion of the Aliante Casino and Hotel for restaurant, performance, retail sale, retail services, restaurant, night club or other similar uses (but not of hotel room or gaming space).

     “Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

     “Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit A.

     “Attorney Costs” means and includes all fees, expenses and disbursements of any law firm or other external counsel.

     “Auction Agent” means (a) the Administrative Agent or (b) any other financial institution or advisor employed by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Loan Prepayment pursuant to Section 3.5; provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent); provided, further, that neither the Borrower nor any of its Affiliates may act as the Auction Agent.

3

     “Available Amount” means, at any time (the “Reference Date”), the sum of:

     (a) an amount (which shall not be less than zero) equal to (i) 50% of Consolidated Net Income commencing on the Closing Date and ending on the last day of the most recent Test Period (taken as one accounting period); plus

     (b) the amount of any capital contributions or Net Proceeds from any sale of Qualified Equity Interests (or issuances of debt securities that have been converted into or exchanged for Qualified Equity Interests) received or made by Holdings (or any direct or indirect parent thereof and contributed by such parent to Holdings) during the period from and including the Business Day immediately following the Closing Date through and including the Reference Date; plus

     (c) to the extent not (A) included in clause (a) above or (B) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment, the aggregate amount of all cash dividends and other cash distributions received by Holdings, the Borrower or any Restricted Subsidiary from any Minority Investments or Unrestricted Subsidiaries during the period from and including the Business Day immediately following the Closing Date through and including the Reference Date; plus

     (d) to the extent not (A) included in clause (a) above or (B) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment, the aggregate amount of all cash repayments of principal received by Holdings, the Borrower or any Restricted Subsidiary from any Minority Investments or Unrestricted Subsidiaries during the period from and including the Business Day immediately following the Closing Date through and including the Reference Date in respect of loans or advances made by Holdings, the Borrower or any Restricted Subsidiary to such Minority Investments or Unrestricted Subsidiaries; plus

     (e) to the extent not (A) included in clause (a) above, (B) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment or (C) required to be applied to prepay Loans in accordance with Section 3.2(c), the aggregate amount of all Net Proceeds received by Holdings, the Borrower or any Restricted Subsidiary in connection with the sale, transfer or other Disposition of its ownership interest in any Minority Investment or Unrestricted Subsidiary during the period from and including the Business Day immediately following the Closing Date through and including the Reference Date; minus

     (f) the aggregate amount of (A) any Investments made pursuant to clause (1)(iii)(y) of the definition of Permitted Investment and Section 6.16(c)(y) and (B) any Restricted Payment made pursuant to clause (9)(ii) of the definition of Permitted Restricted Payment during the period commencing on the Closing Date and ending on the Reference Date (and, for purposes of this clause (f), without taking account of the intended usage of the Available Amount on such Reference Date in the contemplated transaction).

4

     “Bank Products Agreement” means any agreement pursuant to which a bank or other financial institution agrees to provide credit cards, stored value cards or treasury and cash management services (including, without limitation, controlled disbursement, automated clearing-house transactions, return items overdrafts and interstate depository network services).

     “Bank Products Bank” means any Person that, at the time it enters into a Bank Products Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Bank Products Agreement.

     “Bankruptcy Case” means the voluntary chapter 11 case of the Borrower filed on April 12, 2011 and being jointly administered with the chapter 11 cases of certain of its affiliates under the caption In re Stations Casino, Inc., et al., Case No. 09-52477.

     “Bankruptcy Code” means the provisions of Title 11 of the United States Code, §§ 101 et seq., as now and hereafter in effect, or any successor statute.

     “Base Management Fee” has the meaning set forth in the Management Agreement.

     “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the Beneficial Ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have Beneficial Ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns,” “Beneficial Ownership” and “Beneficially Owned” shall have a corresponding meaning.

     “Board of Directors” means:

     (a) with respect to a corporation, the board of directors of the corporation;

     (b) with respect to a partnership, the board of directors of the general partner of the partnership; and

     (c) with respect to any other Person, the board or committee of such Person serving a similar function.

     “Borrower” has the meaning set forth in the preamble to this Agreement.

     “Borrower Offer of Specified Discount Prepayment” means the offer by the Borrower to make a voluntary prepayment of Loans at a specified discount to par pursuant to Section 3.5(b).

     “Borrower Solicitation of Discount Range Prepayment Offers” means the solicitation by the Borrower of offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of Loans at a specified range of discounts to par pursuant to Section 3.5(c).

5

     “Borrower Solicitation of Discounted Prepayment Offers” means the solicitation by the Borrower of offers for, and the subsequent acceptance, if any, by a Lender of, a voluntary prepayment of Loans at a discount to par pursuant to Section 3.5(d).

     “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located.

     “Capital Expenditures” means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations).

     “Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP; provided that the term “Capital Lease Obligation” shall not include any obligations that are excluded from the definition of “Indebtedness” pursuant to the proviso thereto.

     “Capitalized Leases” means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

     “Capital Stock” means, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents (including member’s interests, partnerships or partnership interests) or ownership interests (however designated) of such Person, including each class of Common Stock and Preferred Stock of such Person, but excluding convertible Indebtedness.

     “Cash Equivalents” means:

     (a) Dollars;

     (b) securities issued or directly and fully Guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof), maturing, unless such securities are deposited to defease any Indebtedness, not more than one year from the date of acquisition;

     (c) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500,000,000 and a rating at the time of acquisition thereof of P-l or better from Moody’s Investors Service, Inc. or A-l or better from Standard & Poor’s Rating Services;

6

     (d) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above;

     (e) commercial paper having the highest rating obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services and in each case maturing within six months after the date of acquisition;

     (f) securities issued and fully Guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, rated at least “A” by Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services and having maturities of not more than six months from the date of acquisition; and

     (g) money market funds at least 95% of the assets of which are assets of the types described in clauses (a) through (f) of this definition.

     “Cash Interest Election” has the meaning specified in Section 3.1(c).

     “Cash Interest Rate” means 6% per annum.

     “Change in Control” means the earliest to occur of:

     (a) any Person (other than a Permitted Holder) or Persons (other than one or more Permitted Holders) constituting a “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of Equity Interests representing more than thirty-five percent (35%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings and the percentage of aggregate ordinary voting power so held is greater than the percentage of the aggregate ordinary voting power represented by the Equity Interests of Holdings beneficially owned, directly or indirectly, in the aggregate by the Permitted Holders; or

     (b) Holdings ceases to directly own all of the outstanding Capital Stock and other ownership interests (other than directors’ qualifying shares) of the Borrower.

     “Class” when used in reference to (a) any Loan, refers to whether such Loan is an Initial Loan, Other Loan or Extended Loan, (b) any Commitment, refers to whether such Commitment is a Commitment in respect of Initial Loans, Other Term Commitment (and, in the case of an Other Term Commitment, the Class of Loans to which such commitment relates), or a Commitment in respect of a Class of Loans to be made pursuant to an Extension Offer and (c) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments. Other Term Commitments, Other Loans and Extended Loans that have different terms and conditions shall be construed to be in different Classes.

7

     “Closing Date” means the time and Business Day on which the conditions set forth in Section 8.1 are satisfied or waived as provided therein. The Administrative Agent shall notify Borrower and the Lenders of the date that is the Closing Date.

     “Code” means the Internal Revenue Code of 1986, as amended or replaced and as in effect from time to time.

     “Collateral” means all or any of the collateral covered by the Collateral Documents.

     “Collateral Documents” means, collectively, the Security Agreement, the Trademark Collateral Assignment, the Deed of Trust, the Holdings Pledge Agreement, the Control Agreements and any other security agreement, pledge agreement, deed of trust, mortgage or other collateral security agreement hereafter executed and delivered by Holdings, Borrower or any of its Subsidiaries to secure the Obligations.

     “Commitment” means the commitment of each Lender with respect to the Loans deemed made on the Closing Date as provided in Section 2.1 hereof in the amount set forth opposite such Lender’s name on Schedule 2.1 hereto and “Commitments” means such commitments of all Lenders in the aggregate. The aggregate amount of the Commitments as of the Closing Date is $45,000,000.

     “Common Stock” means, with respect to any Person, any Capital Stock (other than Preferred Stock) of such Person, whether outstanding on the Closing Date or issued thereafter.

     “Compliance Certificate” means a certificate in the form of Exhibit B, properly completed and signed by a Senior Officer.

     “Consolidated Interest Expense” means, for any period, the total interest expense of Holdings and its consolidated Restricted Subsidiaries, including (i) interest expense attributable to Capital Lease Obligations, (ii) amortization of debt discount, (iii) capitalized interest, (iv) cash and non-cash interest payments, (v) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, and (vi) net costs under Hedging Agreements.

     “Consolidated Net Income” means, for any period, the Net Income of Holdings and its consolidated Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP less the Tax Amount for such period; provided, however, that there shall not be included in any post-Closing Date Consolidated Net Income:

     (i) any Net Income of any Person if such Person is not a Restricted Subsidiary, except that (A) Borrower’s equity in the Net Income of any such Person (including, without limitation, an Unrestricted Subsidiary) for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to Borrower or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (ii) below); and (B) Borrower’s equity in the net loss of any such Person for such period shall be included in determining such Consolidated Net Income (subject, with respect to the net loss of an Unrestricted Subsidiary, to clause (v) below);

8

     (ii) the Net Income for such period of any Restricted Subsidiary (other than any Subsidiary Guarantor) to the extent the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Borrower or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

     (iii) any gain or loss, together with any related provision for taxes on such gain or loss, realized upon the sale or other Disposition of any property, plant or equipment of Holdings or its consolidated Restricted Subsidiaries which is not sold or otherwise disposed of in the ordinary course of business and any gain or loss, together with any related provision for taxes on such gain or loss, realized upon the sale or other Disposition of any Capital Stock of any Person;

     (iv) the cumulative effect of a change in accounting principles;

     (v) the net loss or gain of any Unrestricted Subsidiary;

     (vi) extraordinary or nonrecurring gains or losses, together with any related provision for taxes on such extraordinary or nonrecurring gains or losses;

     (vii) (A) any net after tax fees and expenses (including, without limitation, fees and expenses of legal counsel and financial advisors) incurred or paid by Holdings or any of its Subsidiaries in connection with the Plan of Reorganization and each agreement executed in connection therewith, including, without limitation, this Agreement and the other Loan Document, and (B) effects of adjustments (including the effects of such adjustments pushed down to the Borrower and its Restricted Subsidiaries) in Holdings’ consolidated financial statements pursuant to GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items thereof) resulting from the application of fresh start accounting, recapitalization accounting or purchase accounting, as the case may be, in relation to the transactions contemplated by the Plan of Reorganization or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes,

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     (viii) any net after-tax income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed or discontinued operations;

     (ix) [reserved];

     (x) (i) any net unrealized gain or loss (after any offset) resulting in such period from obligations in respect of Hedging Agreements and the application of Financial Accounting Standards Board Accounting Standards Codification 815 (Derivatives and Hedging), (ii) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including the net loss or gain (A) resulting from Hedging Agreements for currency exchange risk and (B) resulting from intercompany Indebtedness) and all other foreign currency translation gains or losses to the extent such gains or losses are non-cash items, and (iii) any net after tax income (loss) for such period attributable to the early extinguishment or conversion of (A) Indebtedness, (B) obligations under any Hedging Agreements or (C) other derivative instruments;

     (xi) any impairment charge or asset write off, including impairment charges or asset write offs or write downs related to intangible assets, long lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP;

     (xii) any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement, to the extent actually reimbursed, or, so long as the Borrower 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);

     (xiii) to the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be 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 recovery events or business interruption; and

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     (xiv) any non-cash (for such period and all other periods) compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs shall be excluded.

     “Consolidated Total Assets” means, as of any date of determination, the amount that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on the most recent consolidated balance sheet of Holdings and its Restricted Subsidiaries at such date.

     “Contractual Obligation” means, as to any Person, any provision of any outstanding security issued by that Person or of any material agreement, instrument or undertaking to which that Person is a party or by which it or any of its Property is bound.

     “Control Agreements” has the meaning specified in Section 5.13.

     “Credit Agreement Refinancing Indebtedness” means any (a) Permitted Pari Passu Secured Refinancing Debt, (b) Permitted Junior Secured Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) Indebtedness incurred pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Loans (including any successive Credit Agreement Refinancing Indebtedness) (“Refinanced Term Debt”); provided that (i) such exchanging, extending, renewing, replacing or refinancing Indebtedness is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Term Debt except by an amount equal to unpaid accrued interest and premium (including tender premium) thereon plus reasonable upfront fees and OID on such exchanging, extending, renewing, replacing or refinancing Indebtedness, plus other reasonable and customary fees and expenses in connection with such exchange, modification, refinancing, refunding, renewal, replacement or extension, (ii) such Indebtedness has a later maturity than, and a Weighted Average Life to Maturity equal to or greater than, the Refinanced Term Debt, (iii) the terms and conditions of such Indebtedness (except as otherwise provided in clause (ii) above and with respect to pricing, premiums and optional prepayment or redemption terms) are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Indebtedness, than those applicable to the Loans being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness) (provided that a certificate of a Senior Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (iii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) and (iv) such Refinanced Term Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

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     “Debtor Relief Laws” means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect affecting the rights of creditors generally.

     “Deed of Trust” means the Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing executed and delivered by Borrower on the Closing Date in respect of the Aliante Casino and Hotel, either as originally executed or as it may from time to time be supplemented, modified, amended, extended or supplanted.

     “Default” means any event that, with the giving of any applicable notice or passage of time specified in Section 9.1, or both, would be an Event of Default.

     “Default Rate” has the meaning set forth in Section 3.10.

     “Defaulting Lender” means any Lender that has, or has a direct or indirect parent company that has, (a) become the subject of a proceeding under any Debtor Relief Law or (b) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Agency so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Agency) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender hereunder shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Borrower and each Lender.

     “Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by the Borrower or a Restricted Subsidiary in connection with a Disposition pursuant to Section 6.1(g) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Senior Officer, setting forth the basis of such valuation (which amount will be reduced by the Fair Market Value of the portion of such non-cash consideration converted to cash within one hundred eighty (180) days following the consummation of the applicable Disposition).

     “Discount Prepayment Accepting Lender” has the meaning assigned to such term in Section 3.5(b)(ii).

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     “Discount Range” has the meaning assigned to such term in Section 3.5(c)(1).

     “Discount Range Prepayment Amount” has the meaning assigned to such term in Section 3.5(c)(i).

     “Discount Range Prepayment Notice” means a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 3.5(c)(i) substantially in the form of Exhibit F.

     “Discount Range Prepayment Offer” means the irrevocable written offer by a Lender, substantially in the form of Exhibit G, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.

     “Discount Range Prepayment Response Date” has the meaning assigned to such term in Section 3.5(c)(i).

     “Discount Range Proration” has the meaning set forth in Section 3.20(b)(C)(3).

     “Discounted Loan Prepayment” has the meaning set forth in Section 3.2(b)(A).

     “Discounted Prepayment Determination Date” has the meaning set forth in Section 3.20(b)(D)(3).

     “Discounted Prepayment Effective Date” means in the case of a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offer, five (5) Business Days following the Specified Discount Prepayment Response Date, the Discount Range Prepayment Response Date or the Solicited Discounted Prepayment Response Date, as applicable, in accordance with Section 3.2(b)(B), Section 3.2(b)(C) or Section 3.2(b)(D), respectively, unless a shorter period is agreed to between the Borrower and the Auction Agent.

     “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

     “Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes

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convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Latest Maturity Date of the Loans at the time of issuance; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of Holdings, the Borrower or the Restricted Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by Holdings, the Borrower or the Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

     “Dollars” or “$” means United States dollars.

     “Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

     “EBITDAM” means, for any fiscal period, Consolidated Net Income for that period, plus Consolidated Interest Expense, the Tax Amount, Management Fees, depreciation expense, Amortization Expense and any non-cash expenses (in each case to the extent deducted in computing such Consolidated Net Income), and

     (a) increased by (without duplication):

     (1) any expenses or charges related to any issuance of Equity Interests, Investment, acquisition, Disposition, recapitalization or the incurrence or repayment of Indebtedness permitted to be incurred hereunder including a refinancing thereof (whether or not successful) and any amendment or modification to the terms of any such transactions, in each case, deducted in computing Consolidated Net Income, plus

     (2) the amount of any restructuring charge or reserve deducted in such period in computing Consolidated Net Income, including, without limitation, with respect to the Plan of Reorganization and Investments and acquisitions permitted hereunder and including any one-time costs incurred in connection with the Plan of Reorganization; plus

     (3) any other non-cash charges including any write offs or write downs reducing such Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (a) Holdings may determine not to add back such non-cash charge in the current period and (b) to the extent Holdings does decide to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from EBITDAM to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period), plus

     (4) the amount of any minority interest expense deducted in calculating Consolidated Net Income, plus

     (5) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDAM or Consolidated Net Income in

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any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDAM pursuant to paragraph (b) below for any previous period and not added back, plus

     (6) any costs or expenses incurred by Holdings or a Restricted Subsidiary of Holdings pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or stockholders agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of Holdings or net proceeds of issuance of Equity Interests of Holdings (other than Disqualified Equity Interests), in each case, solely to the extent that such cash proceeds are excluded from the calculation of the Available Amount; plus

     (7) the amount of costs relating to signing, retention and completion bonuses, costs incurred in connection with any strategic initiatives, transition costs and costs incurred in connection with non-recurring product and intellectual property development after the Closing Date, other business optimization expenses (including costs and expenses relating to business optimization programs), and new systems design and implementation costs and project start-up costs; plus

     (8) the amount of management, monitoring, consulting and advisory fees (including termination fees) and related indemnities and expenses paid or accrued in such period under the Management Agreement to the extent permitted under Section 6.11 and deducted in such period in computing Consolidated Net Income; plus

     (9) the amount of net cost savings and synergies (other than any of the foregoing related to Specified Transactions) projected by the Borrower in good faith to result from actions taken or expected to be taken no later than twelve (12) months after the end of such period (calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of the period for which EBITDAM is being determined), net of the amount of actual benefits realized during such period from such actions; provided that such cost savings and synergies are reasonably identifiable and factually supportable;

     (b) decreased by (without duplication):

     (i) any non-cash gains increasing Consolidated Net Income for such period, excluding any gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period (other than such cash charges that have been added back to Consolidated Net Income in calculating EBITDAM in accordance with this definition), plus

     (ii) any non-cash gains with respect to cash actually received in a prior period unless such cash did not increase EBITDAM in such prior period.

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Notwithstanding the foregoing, for purposes of determining the Fixed Charge Coverage Ratio or Leverage Ratio for any Test Period, the parties agree that EBITDAM for the fiscal quarter ended December 31, 2010 shall be deemed to equal $2.620 million, for the fiscal quarter ended March 31, 2011 shall be deemed to equal $2.420 million, and for the fiscal quarter ending June 30, 2011 shall be deemed to equal $2.686 million.

     “Effective Date” means the “Effective Date” of and as defined in the Plan of Reorganization.

     “Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.8(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 11.8(b)(iii)); provided that, to the extent required under applicable Gaming Laws, each Eligible Assignee must be registered with, approved by, or not disapproved by (whichever may be required under applicable Gaming Laws), all applicable Gaming Authorities.

     “Employee Benefit Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA which is maintained for current or former employees of the Borrower.

     “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).

     “ERISA” means the Employee Retirement Income Security Act of 1974, and any regulations issued pursuant thereto, as amended or replaced and as in effect from time to time.

     “ERISA Affiliate” means each Person (whether or not incorporated) which is treated as a single employer with Borrower pursuant to Section 414 of the Code.

     “Event of Default” shall have the meaning provided in Section 9.1.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Loans of such Lender; provided that at any time prior to the making of the Loans, the Exposure of any Lender shall be equal to such Lender’s Commitment.

          “Extended Loans” has the meaning set forth in Section 3.4.

          “Extending Lender” has the meaning set forth in Section 3.4.

          “Extension” has the meaning set forth in Section 3.4.

          “Extension Amendment” shall have the meaning provided in Section 3.4.

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     “Extension Offer” has the meaning set forth in Section 3.4.

     “Fair Market Value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy.

     “FATCA” means Sections 1471 through 1474 of the Code, and any regulations promulgated thereunder or official interpretations thereof.

     “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Wilmington Trust on such day on such transactions as determined by the Administrative Agent.

     “Fee Letter” means the letter agreement dated as of the Closing Date by and between Borrower and the Administrative Agent relating to certain fees either as originally executed or as it may from time to time be supplemented, modified, amended, restated or extended or replaced.

     “FF&E” means furniture, fixtures or equipment used in the ordinary course of the business of Borrower or its Restricted Subsidiaries.

     “FF&E Financing” means Indebtedness used to finance the acquisition or lease by Borrower or its Restricted Subsidiaries of FF&E and which is secured by a Lien on such FF&E.

     “First Lien Intercreditor Agreement” means a “pari passu” intercreditor agreement among the Administrative Agent and one or more Senior Representatives for holders of Permitted Pari Passu Secured Refinancing Debt in form and substance reasonably satisfactory to the Administrative Agent.

     “Fiscal Quarter” means the fiscal quarter of Holdings ending on each March 31, June 30, September 30 and December 31.

     “Fiscal Year” means the fiscal year of Holdings ending on each December 31.

     “Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) EBITDAM for the most recently completed Test Period minus the sum without duplication of Maintenance Capital Expenditures, Management Fees, the Tax Amount payable in cash and Restricted Payments (including Permitted Tax Distributions) made by Holdings and its Restricted Subsidiaries during such Test Period, to (b) Consolidated

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Interest Expense for such Test Period plus scheduled principal payments on Indebtedness for borrowed money of Holdings and its Restricted Subsidiaries due and payable during such Test Period.

     In making the foregoing calculation, in each case to the extent applicable, (1) pro forma effect will be given to any Indebtedness incurred during or after the reference period to the extent the Indebtedness is outstanding or is to be incurred on the date of determination as if the Indebtedness had been incurred on the first day of the reference period; provided that, for purposes of this clause (1), pro forma effect shall not be given to Indebtedness in respect of Capitalized Leases to the extent incurred after the reference period; (2) pro forma calculations of interest on Indebtedness bearing a floating interest rate will be made as if the rate in effect on the date of determination (taking into account any Hedging Agreement applicable to the Indebtedness if the Hedging Agreement has a remaining term of at least 12 months) had been the applicable rate for the entire reference period; (3) items related to any Indebtedness or Disqualified Equity Interests no longer outstanding or to be repaid, redeemed or defeased on the date of determination (including, without limitation, for purposes of this calculation, interest, fees, debt discounts, charges and other items) will be excluded and such Indebtedness or Disqualified Equity Interests shall be deemed to have been repaid, redeemed or defeased as of the first day of the applicable period; and (4) pro forma effect will be given to (A) the creation, designation or redesignation of Restricted Subsidiaries and Unrestricted Subsidiaries, (B) any acquisition or disposition of companies, divisions, lines of businesses, operations or any other material acquisition or Disposition by the Borrower and its Restricted Subsidiaries, including any acquisition or Disposition of a company, division, line of business, operation or any other material acquisition or Disposition since the beginning of the Test Period by a Person that became a Restricted Subsidiary after the beginning of the Test Period, and (C) the discontinuation of any discontinued operations, in each case, as if such events had occurred, and, in the case of any Disposition, the proceeds thereof applied, on the first day of the reference period. To the extent that pro forma effect is to be given to an acquisition, disposition or discontinuation of a company, division, line of business or operation or any other material acquisition or Disposition, the pro forma calculation will be based upon the most recently completed Test Period. For purposes of this definition, whenever pro forma effect is to be given to any event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower or Holdings. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Borrower as set forth in an Officer’s Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable event within 18 months after the applicable event; provided that actions to realize such operating expense reductions and other operating improvements or synergies are taken within 18 months after the applicable event.

     To the extent applicable, for purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank

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offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate.

     “Foreign Lender” has the meaning specified in Section 11.21(a)(1).

     “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

     “Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

     “Fund Equity Holder” means North LV HoldCo, LLC, Apollo ALST Holdco, LLC, TPG ALST HoldCo, L.L.C., Halcyon Master Fund L.P., NYBEQ LLC, Credit Agricole Corporate and Investment Bank and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

     “Funded Indebtedness” means, as of each date of determination, the principal amount of all Indebtedness of Holdings, Borrower and its Restricted Subsidiaries of the types described in clauses (1), (2), (3), (4) and (6) of the definition of “Indebtedness.”

     “GAAP” means generally accepted accounting principles in the United States, as in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof (including through the adoption of IFRS) on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Requisite Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof (including through the adoption of IFRS), then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

     “Gaming Authority” means the Nevada Gaming Commission, the Nevada Gaming Control Board or any other Governmental Agency which now or any time after the date of this Agreement has jurisdiction over all or any portion of the gaming activities of Borrower or any of its Subsidiaries or any successor to such authorities.

     “Gaming Laws” means all Laws pursuant to which any Gaming Authority possesses regulatory, licensing or permit authority over gambling, gaming or casino activities conducted by Borrower within its jurisdiction, including, without limitation, the Nevada Gaming Control Act, codified as Nevada Revised Statutes Chapter 463 and the regulations promulgated thereunder.

     “Gaming License” of any Person means every license, franchise or other authorization on the date of this Agreement or thereafter required to own, lease, operate or otherwise conduct the gaming operations of such Person, including, without limitation, all such licenses granted under the Nevada Gaming Control Act as from time to time

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amended, or any successor provision at law, the regulations of Gaming Authorities and other applicable laws.

     “Governmental Agency” means (a) any international, foreign, federal, state, county or municipal government, or political subdivision thereof, (b) any governmental or quasi governmental agency, authority, board, bureau, commission, department, instrumentality or public body (including any Gaming Authority), or (c) any court or administrative tribunal of competent jurisdiction.

     “Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

     “Guarantor” means Holdings and each Subsidiary Guarantor.

     “Guaranty” means any Subsidiary Guaranty and any Guarantee of the Obligations provided by Holdings, either as originally executed or as it may from time to time be supplemented, modified, amended, extended or supplanted.

     “Hazardous Materials” means substances defined as “hazardous substances” pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601, et seq., or as “hazardous,” “toxic” or “pollutant”

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substances or as “solid waste” pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq., or as “friable asbestos” pursuant to the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq., or any other applicable Hazardous Materials Law, in each case as such Laws are amended from time to time.

     “Hazardous Materials Laws” means all Laws governing the treatment, transportation or disposal of Hazardous Materials applicable to any of the Real Property.

     “Hedge Banks” means any Person that, at the time it becomes a counterparty to a Hedging Obligation with Borrower, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Hedging Obligation.

     “Hedging Agreements” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

     “Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under any Hedging Agreements.

     “Holdings” has the meaning set forth in the preamble to this Agreement.

     “Holdings Operating Agreement” means the Operating Agreement of ALST Casino Holdco, LLC dated as of the Closing Date, as the same may be further amended from time to time in accordance with Section 6.12.

     “Holdings Pledge Agreement” means the pledge agreement executed and delivered by Holdings on the Closing Date, either as originally executed or as it may from time to time be supplemented, modified, amended, extended or supplanted.

     “Holdings Pledged Collateral” means Holdings’ interests in the Borrower and related “Pledged Collateral” (as such term is defined in the Holdings Pledge Agreement) owned by Holdings and pledged to the Administrative Agent, for the benefit of the Secured Parties, pursuant to the Holdings Pledge Agreement.

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     “Identified Participating Lenders” has the meaning set forth in Section 3.5(c)(iii).

     “Identified Qualifying Lender” has the meaning set forth in Section 3.5(d)(iii).

     “IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

     “Incentive Management Fee” has the meaning set forth in the Management Agreement.

     “Indebtedness” means, with respect to any specified Person, any obligations or indebtedness of such Person, whether or not contingent, without duplication:

     (1) in respect of borrowed money;

     (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

     (3) in respect of banker’s acceptances;

     (4) in respect of Capital Lease Obligations;

     (5) in respect of the balance deferred and unpaid of the purchase price of any property or services, except (i) any such balance that constitutes an accrued expense or trade payable, (ii) any earn-out obligation until such obligation is not paid after becoming due and payable and (iii) accruals for payroll and other liabilities accrued in the ordinary course of business;

     (6) representing net obligations under Hedging Obligations;

     (7) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited recourse;

     (8) all obligations of such Person in respect of Disqualified Equity Interests; or

     (9) all Guarantees by that Person of any obligation or indebtedness of any other Person of the types described in clauses (1) through (6) above;

provided that notwithstanding any changes in GAAP resulting from the implementation of lease accounting rules being considered on the Closing Date, no lease obligations shall be treated as Indebtedness to the extent that such lease obligations would not have been treated as Indebtedness prior to such change in GAAP

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The amount of any Indebtedness outstanding as of any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and shall be:

     (a) the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

     (b) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise limited and (B) in the case of Restricted Subsidiaries that are not Subsidiary Guarantors, exclude loans and advances made by the Borrower or any Guarantor having a term not exceeding 364 days (inclusive of any roll over or extensions of terms) and made in the ordinary course of business solely to the extent that such intercompany loans and advances are evidenced by one or more notes in form and substance reasonably satisfactory to the Administrative Agent and pledged as Collateral. The amount of any net obligation under any Hedging Agreement on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (7) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value (as determined by such Person in good faith) of the property encumbered thereby as determined by such Person in good faith.

     “Indemnified Liabilities” has the meaning set forth in Section 11.11.

     “Indemnitees” has the meaning set forth in Section 11.11.

     “Initial Loans” shall mean the term loans deemed made by the Lenders on the Closing Date to the Borrower pursuant to Section 2.1.

     “Intangible Assets” means assets that are considered intangible assets under GAAP, including customer lists, goodwill, copyrights, trade names, trademarks and patents.

     “Interest Period” means, with respect to any Loan, the period (a) initially commencing on the Closing Date and ending on the day immediately preceding the first Quarterly Payment Date thereafter and (b) thereafter, commencing on the day immediately succeeding the day on which the immediately preceding Interest Period expires and ending on the day immediately preceding the next succeeding Quarterly Payment Date.

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     “Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition (including without limitation by merger or otherwise) of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of the Borrower and its Restricted Subsidiaries, as among each other, intercompany loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business) or (c) the purchase or other acquisition (in one transaction or a series of transactions, including without limitation by merger or otherwise) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. The amount of any Investment at any time shall be the amount actually invested (measured at the time made), without adjustment for subsequent changes in the value of such Investment, net of any return representing a return of capital with respect to such Investment.

     If Borrower or any Restricted Subsidiary sells or otherwise Disposes of any Equity Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or other Disposition, such Person is no longer a Restricted Subsidiary, then Borrower or that Restricted Subsidiary shall be deemed to have made an Investment on the date of any such sale or other Disposition equal to the Fair Market Value of the Investment in such Subsidiary not sold or Disposed of. The acquisition by Borrower or any Restricted Subsidiary of a Person that holds an Investment in a third Person shall be deemed to be an Investment by Borrower or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person.

     “Latest Maturity Date” means, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Other Loan or any Extended Loan, in each case as extended in accordance with this Agreement from time to time.

     “Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents.

     “Lender” has the meaning specified in the introductory paragraph to this Agreement and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender”. For avoidance of doubt, each Additional Lender is a Lender to the extent any such Person has executed and delivered a Refinancing Amendment and to the extent such Refinancing Amendment shall have become effective in accordance with the terms hereof and thereof, and each Extending Lender shall continue to be a Lender. As of the Closing Date, Schedule 2.1 sets forth the name of each Lender.

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     “Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify Borrower and the Administrative Agent.

     “Leverage Ratio” means, as of any date of determination, the ratio of (a) the aggregate outstanding principal amount of the Funded Indebtedness as of such date, minus the aggregate amount of cash and Cash Equivalents (in each case, free and clear of all Liens other than (i) nonconsensual Liens permitted under the definition of Permitted Liens and (ii) Liens permitted by Section 6.4(a) and clauses (9) and (13) of the definition of Permitted Liens) included in the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of such date (excluding cash and Cash Equivalents that constitute regulatory bankroll as of such date), to (b) EBITDAM for the most recently completed Test Period.

In making the foregoing calculation, in each case to the extent applicable, (1) pro forma effect will be given to any Funded Indebtedness incurred during or after the reference period to the extent the Funded Indebtedness is outstanding or is to be incurred on the date of determination as if the Funded Indebtedness had been incurred on the first day of the reference period; provided that, for purposes of this clause (1), pro forma effect shall not be given to Funded Indebtedness in respect of Capitalized Leases to the extent incurred after the reference period; (2) pro forma calculations of interest on Funded Indebtedness bearing a floating interest rate will be made as if the rate in effect on the date of determination (taking into account any Hedging Agreement applicable to the Funded Indebtedness if the Hedging Agreement has a remaining term of at least 12 months) had been the applicable rate for the entire reference period; (3) items related to any Funded Indebtedness or Disqualified Equity Interests no longer outstanding or to be repaid, redeemed or defeased on the date of determination (including, without limitation, for purposes of this calculation, interest, fees, debt discounts, charges and other items) will be excluded and such Funded Indebtedness or Disqualified Equity Interests shall be deemed to have been repaid, redeemed or defeased as of the first day of the applicable period; and (4) pro forma effect will be given to (A) the creation, designation or redesignation of Restricted Subsidiaries and Unrestricted Subsidiaries, (B) any acquisition or disposition of companies, divisions, lines of businesses, operations or any other material acquisition or Disposition by the Borrower and its Restricted Subsidiaries, including any acquisition or Disposition of a company, division, line of business, operation or any other material acquisition or Disposition since the beginning of the Test Period by a Person that became a Restricted Subsidiary after the beginning of the Test Period, and (C) the discontinuation of any discontinued operations, in each case, as if such events had occurred, and, in the case of any Disposition, the proceeds thereof applied, on the first day of the reference period. To the extent that pro forma effect is to be given to an acquisition, disposition or discontinuation of a company, division, line of business or operation or any other material acquisition or Disposition, the pro forma calculation will be based upon the most recently completed Test Period. For purposes of this definition, whenever pro forma effect is to be given to any event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower or Holdings. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Borrower as set forth in an

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Officer’s Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable event within 18 months after the applicable event; provided that actions to realize such operating expense reductions and other operating improvements or synergies are taken within 18 months after the applicable event.

To the extent applicable, for purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate.

     “License Revocation” means (a) the revocation, involuntary failure to renew or suspension of any Gaming License covering any casino or gaming facility of Borrower or any Restricted Subsidiary, (b) the appointment by any Gaming Authority or any court pursuant to the request of any Gaming Authority of a receiver, supervisor or similar official with respect to any such gaming facility or (c) the involuntary closure of any such casino or gaming facility pursuant to an order of any Gaming Authority.

     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

     “Loan” means an extension of credit (including a deemed extension of credit pursuant to Section 2.1(a)) by a Lender to the Borrower under Article 2 or Section 3.3 or 3.4.

     “Loan Documents” means, collectively, this Agreement, the Notes, any Subsidiary Guaranty, the Collateral Documents, any Secured Bank Products Agreement, any Secured Hedging Obligation, the Fee Letter, any Refinancing Amendment, any Extension Offer, any Extension Amendment, any Compliance Certificate and any other agreements of any type or nature hereafter executed and delivered by Borrower, Holdings or the Subsidiaries of Borrower to the Administrative Agent or any Lender in any way relating to or in furtherance of this Agreement, in each case either as originally executed or as the same may from time to time be supplemented, modified, amended, restated, extended or supplanted.

     “Loan Parties” means, collectively, Holdings, the Borrower and each other Guarantor.

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     “Maintenance Capital Expenditures” means Capital Expenditures to the extent that such Capital Expenditures are used to replace or refurbish components of, or repair the Aliante Casino and Hotel (rather than to add additional material features or amenities).

     “Management Agreement” means that certain Management Agreement, as the same may be amended, restated, replaced or otherwise modified from time to time in accordance with Section 6.12.

     “Management Fees” means the Base Management Fees and Incentive Management Fees payable pursuant to the Management Agreement.

     “Manager” means Aliante Station, LLC and its corporate successors or any successor manager for the Aliante Casino and Hotel under the Management Agreement.

     “Margin Stock” means “margin stock” as such term is defined in Regulation U.

     “Material Adverse Effect” means any event, circumstance or condition occurring after the Closing Date that has had a materially adverse effect on (a) the business, operations, assets, liabilities (actual or contingent) or financial condition of Holdings and its Subsidiaries, taken as a whole, (b) the ability of the Borrower and each Guarantor (taken as a whole) to perform their respective payment obligations under any Loan Document to which any of them is a party or (c) the rights and remedies of the Lenders or the Administrative Agent under any Loan Document.

     “Maturity Date” means (i) with respect to the Initial Loans that have not been extended pursuant to Section 3.4, the date that is seven years after the Closing Date (the “Original Loan Maturity Date”), (ii) with respect to any tranche of Extended Loans, the final maturity date as specified in the applicable Extension Offer accepted by the respective Lender or Lenders and (iii) with respect to any Other Loans, the final maturity date as specified in the applicable Refinancing Amendment; provided, in each case, that if such day is not a Business Day, the applicable Maturity Date shall be the Business Day immediately preceding such day.

     “Minimum Extension Condition” has the meaning set forth in Section 3.4.

     “Minority Investment” means any Person other than a Subsidiary in which the Borrower or any Restricted Subsidiary owns any Equity Interests.

     “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA to which Borrower or any of its ERISA Affiliates contributes or is obligated to contribute.

     “Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

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     “Net Proceeds” means, (a) with respect to any Asset Sale or Recovery Event, the aggregate cash proceeds, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest component, thereof) received by Borrower or any of its Restricted Subsidiaries in respect of any Asset Sale or Recovery Event (including, without limitation, any cash received upon the sale or other Disposition of any non-cash consideration received in any Asset Sale or Recovery Event), net of (1) the direct costs relating to such Asset Sale or Recovery Event, including, without limitation, legal, accounting, investment banking and brokerage fees, and sales commissions, and any relocation expenses incurred as a result thereof, (2) taxes paid or reasonably expected to be payable as a result thereof, including any Permitted Tax Distributions in respect thereof, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (3) amounts required to be applied to the repayment of Indebtedness or other liabilities secured by a Lien on the asset or assets that were the subject of such Asset Sale or Recovery Event or required to be paid as a result of such sale, (4) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, (5) in the case of any Asset Sale or Recovery Event by a Restricted Subsidiary, payments to holders of Equity Interests in such Restricted Subsidiary in such capacity (other than such Equity Interests held by Borrower or any Restricted Subsidiary thereof) to the extent that such payment is required to permit the distribution of such proceeds in respect of the Equity Interests in such Restricted Subsidiary held by Borrower or any Restricted Subsidiary thereof and (6) appropriate amounts to be provided by Borrower or its Restricted Subsidiaries as a reserve against liabilities associated with such Asset Sale, 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, all as determined in accordance with GAAP; provided that (x) excess amounts set aside for payment of taxes pursuant to clause (2) above remaining after such taxes have been paid in full or the statute of limitations therefor has expired and (y) amounts initially held in reserve pursuant to clause (6) no longer so held, will, in the case of each of clause (a) and (b), at that time become Net Proceeds and (b) with respect to any sale or issuance of any Equity Interests by Borrower or any Restricted Subsidiary or any incurrence or issuance of Indebtedness by Borrower or any Restricted Subsidiary, the cash proceeds thereof, net of customary underwriting fees or discounts, commissions, costs and other direct expenses (including, without limitation, legal and accounting fees) or any taxes incurred in connection therewith..

     “Non-Consenting Lender” has the meaning set forth in Section 11.2 of this Agreement.

     “Non-Excluded Taxes” has the meaning set forth in Section 3.13(d) of this Agreement.

     “Note” means a promissory note in the form of Exhibit C, as the same may be amended from time to time.

     “Obligations” means all present and future obligations of every kind or nature of Borrower and the other Loan Parties at any time and from time to time owed to the

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Administrative Agent or the Lenders or any one or more of them (or in the case of any Secured Bank Products Agreement or any Secured Hedging Obligation, owed to any Lender or any Affiliate of a Lender), under any one or more of the Loan Documents, whether due or to become due, matured or unmatured, liquidated or unliquidated, or contingent or noncontingent, including obligations of performance as well as obligations of payment, and including interest that accrues after the commencement of any proceeding under any Debtor Relief Law by or against Borrower or any other Loan Party.

     “OFAC” means the U.S. Office of Foreign Assets Control.

          “Offered Amount” has the meaning set forth in Section 3.5(d)(i).

     “Offered Discount” has the meaning set forth in Section 3.5(d)(i).

     “Officer’s Certificate” means a certificate signed on behalf of Borrower by a Senior Officer that meets the requirements of this Agreement.

     “OID” means original issue discount.

     “Operating Account” means Borrower’s primary operating deposit account.

     “Operating Agreement” means the Second Amended and Restated Operating Agreement of Aliante Gaming, LLC dated as of the Closing Date, as the same may be further amended from time to time in accordance with Section 6.12.

     “Original Loan Maturity Date” has the meaning set forth in the definition of “Maturity Date”.

     “Other Loans” means one or more Classes of Loans that result from a Refinancing Amendment.

     “Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.

     “Other Term Commitments” means one or more Classes of Loan commitments hereunder that result from a Refinancing Amendment.

     “Participant” has the meaning specified in Section 11.8(d).

     “Participating Lender” has the meaning set forth in Section 3.5(c)(ii).

     “Party” means any Person other than the Administrative Agent, the Lenders, any Affiliate of any Lender and the trustee under the Deed of Trust, which now or hereafter is a party to any of the Loan Documents.

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     “Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA and is maintained by Borrower or any of its ERISA Affiliates or to which Borrower or any of its ERISA Affiliates contributes or has an obligation to contribute.

     “Permits” means all authorizations, consents, decrees, licenses, permits, waivers, privileges, approvals from and filings with all Governmental Agencies necessary for the ownership, lease, financing or operation of the Aliante Casino and Hotel in accordance with this Agreement.

     “Permitted Business” means the operation of the Aliante Casino and Hotel and any other businesses reasonably related or ancillary thereto, but not any businesses which involve the conduct of gaming or lodging businesses at locations other than the Aliante Casino and Hotel (or any other property associated with the Aliante Casino and Hotel which is subject to the Lien of the Deed of Trust).

     “Permitted Holders” means (a) North LV HoldCo, LLC, Apollo ALST Holdco, LLC, TPG ALST HoldCo, L.L.C., Halcyon Master Fund L.P., NYBEQ LLC, Credit Agricole Corporate and Investment Bank and Merrill Lynch, Pierce, Fenner & Smith Incorporated, (b) any Affiliate of any of the foregoing and (c) with respect to each Fund Equity Holder, any funds or partnerships managed or advised by any such Fund Equity Holder or any of its Affiliates; but not including, in each case, any portfolio company of any of the foregoing.

     “Permitted Investments” means:

          (1) Investments by (i) Holdings in any Loan Party, (ii) the Borrower or any Restricted Subsidiary that is a Loan Party in the Borrower or any Restricted Subsidiary that is a Loan Party and (iii) any Loan Party in a Restricted Subsidiary that is not a Guarantor, in an aggregate amount pursuant to this clause (iii) not to exceed at any time outstanding the sum of (x) $1,000,000 and (y) the Available Amount at such time, and satisfaction of such test shall be evidenced by a certificate from a Senior Officer demonstrating such satisfaction calculated in reasonable detail;

          (2) any Investment in Cash Equivalents;

          (3) any Investment by Borrower or any Restricted Subsidiary in a Person, if as a result of such Investment:

     (a) such Person becomes a Restricted Subsidiary; or

     (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated, into Borrower or a Restricted Subsidiary;

          (4) any acquisition of assets or Equity Interests solely in exchange for the issuance of Equity Interests of the Borrower;

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          (5) any Investments received in compromise or resolution of obligations of (a) trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (b) litigation, arbitration or other similar disputes;

          (6) any Investments made in settlement of gambling debts incurred by patrons of the Borrower or any of its Restricted Subsidiaries which settlements have been entered into in the ordinary course of business;

          (7) loans and advances to officers, directors and employees in an aggregate amount not to exceed $2,500,000 outstanding at any time;

          (8) Hedging Obligations that are incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

          (9) advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of Borrower or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business;

          (10) commission, payroll, travel and similar advances to officers and employees of Borrower or any of its Restricted Subsidiaries that are expected at the time of such advance ultimately to be recorded as an expense in conformity with GAAP;

          (11) Investments existing on the date hereof or made pursuant to legally binding written contracts in existence on the date hereof, in each case, set forth on Schedule 1.1 and any modification, replacement, renewal, reinvestment or extension of any of the foregoing; provided that the amount of any Investment permitted pursuant to this clause (11) is not increased from the amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted by another clause of this definition of “Investment”;

          (12) Investments to the extent that payment for such Investments is made solely with the Net Proceeds of the issuance of Qualified Equity Interests of Holdings (or any direct or indirect parent thereof);

          (13) promissory notes and other non-cash consideration that is permitted to be received in connection with Dispositions permitted by Section 6.1;

          (14) loans and advances to Holdings (or any direct or indirect parent thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings (or such direct or indirect parent) in accordance with clause (3) or clause (5) of the definition of Permitted Restricted Payments; and

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          (15) Investments held by a Restricted Subsidiary acquired after the Closing Date or of a Person merged into the Borrower or consolidated with a Restricted Subsidiary in accordance with Section 6.6 after the Closing 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.

          “Permitted Junior Secured Refinancing Debt” means any secured Indebtedness incurred by the Borrower in the form of one or more series of second-lien secured notes or second-lien secured loans; provided that (i) such Indebtedness is secured by the Collateral on a second-priority basis with the Obligations and is not secured by any property or assets of Holdings, the Borrower or any Subsidiary of the Borrower other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (iii) such Indebtedness does not mature or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default) prior to the Latest Maturity Date at the time such Indebtedness is incurred, (iv) the security agreements relating to such Indebtedness are substantially the same as the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (v) such Indebtedness is not guaranteed by any Subsidiaries other than the Subsidiary Guarantors and (vi) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of a Second Lien Intercreditor Agreement; provided that if such Indebtedness is the initial Permitted Junior Secured Refinancing Debt incurred by the Borrower, then Holdings, the Borrower, the Subsidiary Guarantors, the Administrative Agent and the Senior Representative for such Indebtedness shall have executed and delivered a Second Lien Intercreditor Agreement. Permitted Junior Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

     “Permitted Liens” means:

          (1) Liens in favor of Borrower or any of its Restricted Subsidiaries;

          (2) [reserved];

          (3) Liens existing on the Closing Date and set forth on Schedule 1.2 and any modifications, replacements, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional Property other than (A) after-acquired property that is affixed or incorporated into the property covering such Lien or financed by Indebtedness permitted under Section 6.3, and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 6.3;

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          (4) Liens securing obligations in respect of Indebtedness permitted under Section 6.3(c); provided that (A) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits and (C) such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to, or acquired, constructed, repaired, replaced or improved with the proceeds of such Indebtedness; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

          (5) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other social security obligations;

          (6) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of Indebtedness), leases, or other similar obligations arising in the ordinary course of business;

          (7) carriers’, warehousemen’s, materialmen’s and mechanics’ Liens, in each case incurred in the ordinary course of business, provided that in no event shall the Aliante Casino and Hotel or any other property subject thereto be subject to an imminent risk of seizure, levy or forfeiture;

          (8) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

          (9) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of Borrower or any Subsidiary thereof on deposit with or in possession of such bank;

          (10) any interest or title of a lessor, licensor or sublicensor in the property subject to any lease, license or sublicense (other than any property that is the subject of a Sale and Leaseback Transaction);

          (11) Liens for taxes, assessments and governmental charges not yet delinquent or being contested in good faith and for which adequate reserves have been established to the extent required by GAAP;

          (12) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.19), in each case after the date hereof (other than Liens on the Equity Interests of any Person that

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becomes a Restricted Subsidiary); provided that (i) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property of such acquired Restricted Subsidiary), and (ii) the Indebtedness secured thereby is permitted under Section 6.3(h);

          (13) Liens on the Collateral securing obligations in respect of Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt and any Permitted Refinancing Indebtedness of any of the foregoing; provided that (x) any such Liens securing any Permitted Refinancing Indebtedness in respect of Permitted Pari Passu Secured Refinancing Debt are subject to a First Lien Intercreditor Agreement and (y) any such Liens securing any Permitted Refinancing Indebtedness in respect of Permitted Junior Secured Refinancing Debt are subject to a Second Lien Intercreditor Agreement.

     “Permitted Pari Passu Secured Refinancing Debt” means any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes or loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any Property or assets of Holdings, the Borrower or any Subsidiary of the Borrower other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (iii) such Indebtedness does not mature or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default) prior to the Latest Maturity Date at the time such Indebtedness is incurred, (iv) the security agreements relating to such Indebtedness are substantially the same as the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (v) such Indebtedness is not guaranteed by any Subsidiaries other than the Subsidiary Guarantors and (vi) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of a First Lien Intercreditor Agreement; provided that if such Indebtedness is the initial Permitted Pari Passu Secured Refinancing Debt incurred by the Borrower, then the Borrower, Holdings, the Subsidiary Guarantors, the Administrative Agent and the Senior Representative for such Indebtedness shall have executed and delivered a First Lien Intercreditor Agreement. Permitted Pari Passu Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

     “Permitted Refinancing Indebtedness” means any Indebtedness of Borrower or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of Borrower or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

          (1) the amount of such Permitted Refinancing Indebtedness does not exceed the amount of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued and unpaid interest thereon and the amount of any

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reasonably determined premium necessary to accomplish such refinancing plus reasonable OID and upfront fees and all other fees and expenses reasonably incurred in connection therewith);

          (2) such Permitted Refinancing Indebtedness has a final maturity date 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, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

          (3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Loans, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of the Loans and is subordinated in right of payment to the Loans on terms at least as favorable, taken as a whole, to the Lenders as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; provided that a certificate of a Senior Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees);

          (4) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is pari passu in right of payment with the Loans, such Permitted Refinancing Indebtedness is pari passu with, or subordinated in right of payment to, the Loans;

          (5) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is unsecured or secured by a Lien ranking junior to the Liens securing the Obligations, such Permitted Refinancing Indebtedness is unsecured or secured by a Lien ranking junior to the Liens securing the Obligations; and

          (6) such Indebtedness is incurred by either (a) the Restricted Subsidiary that is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; or (b) Borrower, but only if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded was incurred by Borrower.

     “Permitted Restricted Payments” means any of the following Restricted Payments:

          (1) the payment of any dividend by a Restricted Subsidiary to Borrower;

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          (2) the defeasance, redemption, repurchase or other acquisition of Indebtedness subordinated to the Loans with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness with respect to such Indebtedness;

          (3) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Holdings, Borrower or any Restricted Subsidiary held by any current or former employee or director of Holdings, Borrower (or any Restricted Subsidiary) (a) upon the death, disability or termination of employment of such director, officer, employee or consultant or to the extent required pursuant to employee benefit plans, employment agreements or consulting agreements entered into in the ordinary course of business, or (b) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement entered into in the ordinary course of business; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year shall not exceed $1,000,000;

          (4) Permitted Tax Distributions;

          (5) Restricted Payments made by the Borrower to Holdings or to any direct or indirect parent of Holdings (and Restricted Payments by Holdings to any direct or indirect parent of Holdings): (i) the proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) its operating costs and expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, attributable to the ownership or operations of the Borrower and its Subsidiaries; (ii) the proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof which does not own other Subsidiaries besides Holdings, its Subsidiaries and the direct or indirect parents of Holdings to pay) franchise taxes and other fees, taxes and expenses required to maintain its (or any of such direct or indirect parents’) corporate existence; and (iii) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of Holdings or any direct or indirect parent company of Holdings to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries;

          (6) the redemption, repurchase, retirement or other acquisition of any Equity Interest or Indebtedness of Borrower to the extent required by a Gaming Authority or, if determined in the good faith judgment of the Board of Directors of Holdings, to prevent the loss or to secure the grant or establishment of any Gaming License or other right to conduct lawful gaming operations in each case relating to the Aliante Casino and Hotel;

          (7) to the extent constituting Restricted Payments, the entry into and consummation of transactions expressly permitted by any provision of Section 6.6, Section 6.7 (other than Sections 6.7(b) or (i)) or Section 6.16, by Holdings, the Borrower and the Restricted Subsidiaries;

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          (8) so long as no Event of Default shall have occurred and be continuing or would result therefrom, other Restricted Payments declared and made provided that

          (i) after giving effect to the making of such Restricted Payment, the Leverage Ratio for the Test Period immediately preceding such Restricted Payment for which financial statements have been or are required to have been delivered pursuant to Section 7.1(a) or (b) is not in excess of 5:0:1.0 (calculated on a Pro Forma Basis) and satisfaction of such test shall be evidenced by a certificate from a Senior Officer demonstrating such satisfaction calculated in reasonable detail, and

          (ii) the aggregate amount of the Restricted Payments made pursuant to this clause (8) shall not exceed $4,000,000 in any Test Period;

          (9) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments (the proceeds of which may be utilized by Holdings to make additional Restricted Payments) in an aggregate amount not to exceed the sum of (i) the greater of $15,000,000 and five percent (5%) of Consolidated Total Assets, in each case determined at the time of such Restricted Payment, and (ii) so long as immediately after giving effect to such Restricted Payment, the Leverage Ratio for the Test Period immediately preceding such Restricted Payment for which financial statements have been or are required to have been delivered pursuant to Section 7.1(a) or (b) is not in excess of 5.0:1.0 (calculated on a Pro Forma Basis) and satisfaction of such test shall be evidenced by a certificate from a Senior Officer demonstrating such satisfaction calculated in reasonable detail, the Available Amount at such time;

          (10) repurchases of Equity Interests in Holdings, the Borrower or any of the Restricted Subsidiaries deemed to occur upon exercise of stock options or warrants or similar rights if such Equity Interests represent a portion of the exercise price of such options or warrants or similar rights; and

          (11) the payment of cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any acquisition permitted under this Agreement.

     “Permitted Tax Distributions” means, so long as Borrower is treated as a pass-through entity for United States federal income tax purposes, distributions to Holdings, and so long as Holdings is treated as a pass-through entity for United States federal income tax purposes, by Holdings to its members, in an amount with respect to any taxable year beginning with the 2012 taxable year (or that portion of the 2011 taxable year following the Closing Date) not to exceed the Tax Amount for such taxable year and, in the case of 2012 (or that portion of the 2011 taxable year following the Closing Date), only to the extent that such amounts have not been distributed prior to the date of this Agreement (it being understood that Borrower and Holdings may distribute the Tax Amount for any taxable year in four quarterly installments at times reasonably designed to enable their equity owners to pay estimated taxes on taxable income allocated to them

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by Borrower and Holdings with respect to such taxable year, the amount of each installment to be based on estimates of the excess of (x) the Tax Amount that would have been payable from the beginning of such taxable year through the end of the month preceding the date of such distribution being a taxable year over (y) distributions attributable to all prior periods during such taxable year, with any over-distributions for a taxable year reducing the Tax Amount distributable with respect to the next succeeding taxable year).

     “Permitted Unsecured Refinancing Debt” means any unsecured Indebtedness incurred by the Borrower in the form of one or more series of unsecured notes or loans; provided that (i) such Indebtedness is not secured by any property or assets of Holdings, the Borrower or any Restricted Subsidiary, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (iii) such Indebtedness does not mature or have scheduled amortization prior to the Latest Maturity Date at the time such Indebtedness is incurred (other than customary offers to repurchase upon a change of control or asset sale and customary acceleration rights after an event of default), and (iv) such Indebtedness is not guaranteed by any Subsidiaries other than the Subsidiary Guarantors. Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

     “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

     “PIK Interest Rate” means 10% per annum.

     “Plan of Reorganization” means that Prepackaged Joint Chapter 11 Plan of Reorganization for Subsidiary Debtors, Aliante Debtors and Green Valley Ranch Gaming, LLC (Dated March 22, 2011), as it may be amended, supplemented or otherwise modified from time to time.

     “Preferred Stock” means, with respect to any Person, any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions upon liquidation.

     “Pro Forma Basis” means on a basis in accordance with the application of GAAP and Article 11 of Regulation S-X promulgated under the Securities Act of 1933, as amended, or otherwise in express compliance with the definition of the financial metric being calculated.

     “Pro Forma Financial Statements” has the meaning set forth in Section 4.5.

     “Pro Rata Share” means, with respect to any Lender, the percentage obtained by dividing (a) the Exposure of such Lender by (b) the aggregate Exposure of all Lenders.

     “Projections” has the meaning set forth in Section 5.12.

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     “Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

     “Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

     “Qualifying Lender” has the meaning set forth in Section 3.5(d)(iii).

     “Quarterly Payment Date” means each March 31, June 30, September 30, and December 31 following the Closing Date.

     “Real Property” means, as of any date of determination, all real Property then or theretofore owned, leased or occupied by Borrower and its Restricted Subsidiaries.

     “Recovery Event” means any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding, eminent domain or similar takings relating to any assets of Holdings, the Borrower and its Restricted Subsidiaries.

     “Refinanced Loans” has the meaning set forth in Section 11.2.

     “Refinanced Term Debt” has the meaning set forth in the definition of “Credit Agreement Refinancing Indebtedness”.

     “Refinancing Amendment” means an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower executed by each of (a) the Borrower and Holdings, (b) the Administrative Agent and (c) each Additional Lender and Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in accordance with Section 3.3.

     “Registered Equivalent Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act, substantially identical notes (having the same Guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

     “Registration Rights Agreement” means the Registration Rights Agreement dated as of the Closing Date, by and among Holdings and the Permitted Holders party thereto, either as originally executed or as it may from time to time be supplemented, modified, amended, extended or supplanted.

     “Regulation U” means Regulation U, as at any time amended, of the Board of Governors of the Federal Reserve System, or any other regulations in substance substituted therefor.

     “Reinvestment Period” means, in respect of each receipt of proceeds from any Asset Sale or Recovery Event, a period of 360 days following the receipt thereof; provided that such period may be extended to the date which is 90 days following the execution by Borrower or its relevant Restricted Subsidiary of a binding agreement to purchase or construct Replacement Assets if such binding agreement is executed within the original 360-day period.

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     “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, managers, employees, agents and advisors of such Person and of such Person’s Affiliates.

     “Replacement Assets” means (1) assets that shall be used or useful in a Permitted Business (which assets may be current assets only to the extent that the assets being replaced were current assets), (2) hard and soft costs related to works of improvement in respect of a Permitted Business, or (3) substantially all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that shall become on the date of acquisition thereof a Restricted Subsidiary.

     “Replacement Loans” has the meaning set forth in Section 11.2.

     “Requirement of Law” means, as to any Person, the articles or certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any Law, or judgment, award, decree, writ or determination of a Governmental Agency, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

     “Requisite Lenders” means, as of any date of determination, Lenders having or holding Exposure representing more than 50% of the aggregate Exposure of all Lenders. The Exposure of any Defaulting Lender shall be disregarded in determining Requisite Lenders at any time.

     “Restricted Payment” means any transaction pursuant to which Holdings, Borrower or any Restricted Subsidiary, directly or indirectly:

     (a) declares or pays (without duplication) any dividend or makes any other payment or distribution on account of Holdings’, Borrower’s or any Restricted Subsidiary’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Holdings, Borrower or any Restricted Subsidiary) or to the direct or indirect holders of Holdings’, Borrower’s or any Restricted Subsidiary’s Equity Interests in their capacity as such (other than dividends, payments or distributions (x) payable in Equity Interests of Holdings or Borrower or (y) to Borrower or a Restricted Subsidiary);

     (b) purchases, redeems or otherwise acquires or retires for value (including, without limitation, in connection with any merger or consolidation involving Holdings, Borrower or any of its Restricted Subsidiaries) any Equity Interests of Borrower, any Restricted Subsidiary thereof, or any direct or indirect parent of Borrower, including, without limitation, Holdings; or

     (c) makes any payment on or with respect to, or purchases, redeems, defeases or otherwise acquires or retires for value any Indebtedness that is

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subordinated to the Loans, except (x) a scheduled payment of interest or a payment of principal at the Stated Maturity thereof or (y) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition.

     “Restricted Subsidiary” of (a) the Borrower means any Subsidiary of the Borrower that is not an Unrestricted Subsidiary and (b) of Holdings means the Borrower and each Restricted Subsidiary of the Borrower. Unless otherwise stated herein, each reference to a Restricted Subsidiary shall refer to a Restricted Subsidiary of the Borrower.

     “Sale and Leaseback Transaction” means, with respect to any Person, any transaction involving any of the assets or properties of such Person whether now owned or hereafter acquired, whereby such Person sells or otherwise transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof or any other assets or properties which such Person intends to use for substantially the same purpose or purposes as the assets or properties sold or transferred.

     “Sanctioned Person” means a person named on the list of “specially designated nationals” or “blocked persons” maintained by OFAC at www.treas.gov/offices/eotffc/ofac/sdn/index.html, or as otherwise published from time to time.

     “SEC” means the Securities and Exchange Commission, or any Governmental Agency succeeding to any of its principal functions.

     “Second Lien Intercreditor Agreement” means a “junior lien” intercreditor agreement among the Administrative Agent and one or more Senior Representatives for holders of Permitted Junior Secured Refinancing Debt in form and substance reasonably satisfactory to the Administrative Agent.

     “Secured Bank Products Agreement” means any Bank Products Agreement that is entered into by and between the Borrower and any Bank Products Bank.

     “Secured Hedging Obligation” means any Hedging Obligation governed by an agreement entered into by and between the Borrower and any Hedge Bank.

     “Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Bank Products Banks, the Hedge Banks and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 10.2.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Security Agreement” means the security agreement to be executed and delivered by Borrower on the Closing Date, either as originally executed or as it may from time to time be supplemented, modified, amended, extended or supplanted.

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     “Senior Officer” means (a) the chief executive officer, (b) the president, (c) any executive vice president, (d) any senior vice president, (e) the chief financial officer, (f) the treasurer or (g) the secretary, in each case, of the Borrower or Holdings.

     “Senior Representative” means, with respect to any series of Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

     “Solicited Discount Proration” has the meaning set forth in Section 3.5(d)(iii).

     “Solicited Discounted Prepayment Amount” has the meaning set forth in Section 3.5(d)(i).

     “Solicited Discounted Prepayment Notice” means a written notice of the Borrower of Solicited Discounted Prepayment Offers made pursuant to Section 3.5(d) substantially in the form of Exhibit H.

     “Solicited Discounted Prepayment Offer” means the irrevocable written offer by each Lender, substantially in the form of Exhibit I, submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.

     “Solicited Discounted Prepayment Response Date” has the meaning set forth in Section 3.5(d)(i).

     “Specified Discount” has the meaning set forth in Section 3.5(b)(i).

     “Specified Discount Prepayment Amount” has the meaning set forth in Section 3.5(b)(i).

     “Specified Discount Prepayment Notice” means a written notice of the Borrower Offer of Specified Discount Prepayment made pursuant to Section 3.5(b) substantially in the form of Exhibit J.

     “Specified Discount Prepayment Response” means the irrevocable written response by each Lender, substantially in the form of Exhibit K, to a Specified Discount Prepayment Notice.

     “Specified Discount Prepayment Response Date” has the meaning set forth in Section 3.5(b)(i).

     “Specified Discount Proration” has the meaning set forth in Section 3.5(b)(iii).

     “Specified Transaction” means any Investment that results in a Person becoming a Restricted Subsidiary, any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, any acquisition permitted under this Agreement, any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Borrower, any

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Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any Disposition of a business unit, line of business or division of the Borrower or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise, or any incurrence or repayment of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) or Restricted Payment that by the terms of this Agreement requires such test to be calculated on a “Pro Forma Basis”.

     “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.

          “Submitted Amount” has the meaning set forth in Section 3.5(c)(i).

     “Submitted Discount” has the meaning set forth in Section 3.5(c)(i).

     “Subordinated Obligations” means (a) the obligations of Borrower or any of its Subsidiaries to make payments of Management Fees or other amounts under the Management Agreement to the Manager or any Affiliate thereof but only to the extent the payment thereof is expressly subordinated by its terms in right of payment to the Obligations and (b) any obligation of Borrower or any of its Subsidiaries to any other Person that is subordinated by its terms in right of payment to the Obligations or to all Indebtedness of Borrower or such Subsidiary, in a manner which is acceptable to the Requisite Lenders in their sole discretion and the terms of which, including, without limitation, the representations, warranties, covenants, defaults, tenor and pricing, are reasonably acceptable to the Requisite Lenders.

     “Subordination, Non Disturbance and Attornment Agreements” means subordination, non disturbance and/or attornment agreements entered into by the Administrative Agent at the request of Borrower with commercial tenants on the Real Property, in a form acceptable to the Administrative Agent.

     “Subsidiary” means, with respect to any specified Person:

     (a) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof), and

     (b) any partnership (i) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (ii) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

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     “Subsidiary Guarantor” means any Restricted Subsidiary that guarantees the Obligations pursuant to a Subsidiary Guaranty.

     “Subsidiary Guaranty” means a Guarantee of the Obligations to be executed and delivered by each Restricted Subsidiary in accordance with Section 5.10, either as originally executed or as it may from time to time be supplemented, modified, amended, extended or supplanted.

     “Swap Termination Value” means, in respect of any one or more Hedging Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedging Agreements, (a) for any date on or after the date such Hedging Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedging Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedging Agreements (which may include a Lender or any Affiliate of a Lender).

     “Tax Amount” means, with respect to any taxable year, the product of (i) the amount of the taxable income of Borrower and its Subsidiaries for such taxable year determined in accordance with GAAP multiplied by (ii) the Applicable Tax Rate.

     “Test Period” in effect at any time means the most recent period of four consecutive fiscal quarters of Holdings ended on or prior to such time (taken as one accounting period) in respect of which financial statements for each quarter or fiscal year in such period have been or are required to be delivered pursuant to Section 4.5 or Section 7.1(a) or (b), as applicable; provided that, prior to the first date that financial statements have been or are required to be delivered pursuant to Section 7.1(a) or (b), the Test Period in effect shall be the period of four consecutive fiscal quarters of the Borrower ended immediately prior to the Closing Date. A Test Period may be designated by reference to the last day thereof (i.e., the “March 31, 2011 Test Period” refers to the period of four consecutive fiscal quarters of the Borrower ended March 31, 2011), and a Test Period shall be deemed to end on the last day thereof.

     “to the best knowledge of” means, when modifying a representation, warranty or other statement of the Borrower, that the fact or situation described therein is known by the Senior Officer making the representation, warranty or other statement, or with the exercise of reasonable due diligence under the circumstances (in accordance with the standard of what a reasonable Person in similar circumstances would have done) would have been known by the Senior Officer.

     “Trademark Collateral Assignment” means the trademark collateral assignment executed and delivered by Borrower on the Closing Date, either as originally executed or as it may from time to time be supplemented, modified, amended, extended or supplanted.

     “tranche” has the meaning set forth in Section 3.4.

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     “Unrestricted Subsidiary” means any Subsidiary of the Borrower that is designated by the Borrower as an Unrestricted Subsidiary and any Subsidiary of such Subsidiary.

     “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is ordinarily entitled to vote in the election of the Board of Directors of such Person.

     “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

     (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that shall elapse between such date and the making of such payment; by

     (b) the then outstanding principal amount of such Indebtedness.

     “Wilmington Trust” means Wilmington Trust, National Association, its successors and assigns.

     “Wholly Owned Restricted Subsidiary” of any specified Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person.

          1.2 Use of Defined Terms. Any defined term used in the plural shall refer to all members of the relevant class, and any defined term used in the singular shall refer to any one or more of the members of the relevant class.

          1.3 Accounting Terms. All accounting terms not specifically defined in this Agreement shall be construed in conformity with, and all financial data required to be submitted by this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, except as otherwise specifically prescribed herein.

          1.4 Rounding. Any financial ratios required to be maintained by Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed in this Agreement and rounding the result up or down to the nearest number (with a round up if there is no nearest number) to the number of places by which such ratio is expressed in this Agreement.

          1.5 Exhibits and Schedules. All Exhibits and Schedules to this Agreement, either as originally existing or as the same may from time to time be supplemented, modified or amended, are incorporated herein by this reference. A matter disclosed on any Schedule shall be deemed disclosed on all Schedules.

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          1.6 Miscellaneous Terms. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

          (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

          (b) The words “herein,” “hereto,” “hereof and ”hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

          (c) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

          (d) The term “including” is by way of example and not limitation.

          (e) The term “or” is not exclusive.

          (f) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

          (g) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

          (h) Any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or other modifications set forth herein or in any other Loan Document).

ARTICLE 2
LOANS

          2.1 Loans.

          (a) Loans and Commitments. Pursuant to the Plan of Reorganization, on the Closing Date, each Lender shall be deemed to have made a Loan to the Borrower, and the Borrower shall be deemed to have requested a Loan from such Lender, in the amount of such Lender’s Commitment. Any Loans (or any portion thereof) repaid or prepaid hereunder may not be reborrowed. If not previously paid, the Loans and all other amounts owed hereunder with respect to the Loans shall be paid in full no later than the Maturity Date.

          (b) Each Lender’s Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the making of such Lender’s Loan on such date as provided in clause (a) above.

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          2.2 Collateral. The Obligations shall be secured by the Collateral pursuant to the Collateral Documents.

ARTICLE 3
PAYMENTS AND FEES

          3.1 Interest.

          (a) Each Loan shall bear interest on the unpaid principal amount thereof (including any capitalized interest as provided in clause (c) below) from the Closing Date until payment in full is made and shall accrue and be payable at the rates set forth or provided for herein, before and after Default, before and after maturity, before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law, with interest on overdue interest at the Default Rate to the fullest extent permitted by applicable Laws. Subject to Section 3.10, the unpaid principal amount of any Loan shall bear interest at a rate per annum equal to the Applicable Interest Rate.

          (b) [Reserved]

          (c) Except as otherwise set forth herein, interest on each Loan shall be payable in arrears on each Quarterly Payment Date by adding the accrued and unpaid interest for the applicable Interest Period (or that portion of any Interest Period that occurs prior to the third anniversary of the Closing Date in the case of the Interest Period in which the third anniversary of the Closing Date occurs) to the outstanding principal amount of such Loan on and as of the applicable Quarterly Payment Date; provided that (i) from and after the Closing Date, the Borrower may elect to pay interest in cash on all or any portion of the outstanding Loans with respect to any Interest Period by delivering to the Administrative Agent a written election (the “Cash Interest Election”) at least three (3) Business Days prior to the commencement of such applicable Interest Period, in which case such interest shall be payable in arrears in cash on the Quarterly Payment Date that occurs on the last day of such Interest Period and (ii) with respect to any Interest Period (or that portion of any Interest Period that occurs on or after the third anniversary of the Closing Date in the case of the Interest Period in which the third anniversary of the Closing Date occurs) occurring after the third anniversary of the Closing Date, interest on each Loan shall be payable in arrears in cash on the Quarterly Payment Date that occurs on the last day of such Interest Period. Amounts representing accrued interest which are added to the outstanding principal amount of Loans shall thereafter bear interest in accordance with Section 3.1(a) and shall otherwise be treated as Loans for purposes of this Agreement and the other Loan Documents.

          3.2 Principal Payments. The outstanding principal amount of the Loans shall be payable as follows:

          (a) In addition to the provisions of Sections 3.3 and 3.4, the Loans may, at any time and from time to time, voluntarily be paid or prepaid in whole or in part without premium or penalty, except that with respect to any voluntary prepayment under

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this Section, (i) any partial prepayment shall be not less than $1,000,000 and in an integral multiple of $500,000, and (ii) the Administrative Agent shall have received written notice of any prepayment by 9:00 a.m. Nevada time on the Business Day prior to the date of prepayment (which must be a Business Day).

          (b) If not sooner paid, the unpaid principal amount of each Loan (and all other Obligations) shall in any event be payable on the Maturity Date.

          (c) Asset Sales. Not later than five Business Days following the receipt of any Net Proceeds of any Asset Sale by Borrower or any of its Restricted Subsidiaries, Borrower shall make prepayments in accordance with Section 3.2(f) in an aggregate amount equal to 100% of such Net Proceeds; provided that:

          (i) no such prepayment shall be required under this Section 3.2(c) with respect to (A) any Asset Sale permitted by Section 6.1 (other than Section 6.1(g)), (B) the Disposition of property which constitutes a Recovery Event, or (C) Asset Sales for fair market value resulting in no more than $1,000,000 in Net Proceeds per Asset Sale (or series of related Asset Sales) and less than $5,000,000 in Net Proceeds in any fiscal year; and

          (ii) such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate of a Senior Officer to the Administrative Agent on or prior to such date stating that such Net Proceeds are expected to be reinvested in Replacement Assets within the Reinvestment Period applicable to such proceeds; provided that if all or any portion of such Net Proceeds is not so reinvested within such Reinvestment Period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 3.2(c).

          (d) Recovery Events. Not later than five Business Days following the receipt of any Net Proceeds from a Recovery Event by Borrower or any of its Restricted Subsidiaries, Borrower shall make prepayments in accordance with Section 3.2(f) in an aggregate amount equal to 100% of such Net Proceeds; provided that:

          (i) no such prepayment shall be required under this Section 3.2(d) with respect to Recovery Events resulting in no more than $1,000,000 in Net Proceeds per Recovery Event (or series of related Recovery Events) and less than $5,000,000 in Net Proceeds in any fiscal year; and

          (ii) such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate of a Senior Officer to the Administrative Agent on or prior to such date stating that such proceeds are expected to be used to repair, replace or restore any Property in respect of which such Net Proceeds were paid or to reinvest in Replacement Assets of a similar character during the Reinvestment Period applicable to such proceeds; provided that if all or any portion of such Net Proceeds is not so applied

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within such Reinvestment Period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 3.2(d).

          (e) Indebtedness. Not later than one Business Day following the receipt of any Net Proceeds from the incurrence or issuance of any Indebtedness (A) not expressly permitted to be incurred or issued pursuant to Section 6.3 or (B) that constitutes Credit Agreement Refinancing Indebtedness, in each case, by Borrower or any of its Restricted Subsidiaries, Borrower shall make prepayments in accordance with Section 3.2(f) in an aggregate amount equal to 100% of such Net Proceeds.

          (f) (A) Except as may otherwise be set forth in any Refinancing Amendment or Extension Offer, each prepayment of Loans pursuant to this Section 3.2 shall be applied ratably to each Class of Loans then outstanding (provided that any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Term Debt) and (B) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment.

          3.3 Refinancing Amendments. At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans then outstanding under this Agreement (which for purposes of this Section 3.3 will be deemed to include any then outstanding Other Loans or Extended Loans), in the form of Other Loans or Other Term Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof; (iii) will have a later maturity date than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced and (iv) except as set forth in clause (ii) above, will have terms and conditions that are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Credit Agreement Refinancing Indebtedness than those applicable to the Loans being refinanced; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 8.1(c) on and as of the date thereof, provided that, to the extent that any representations and warranties referred to in Section 8.1(c) specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 8.1 or otherwise in form and substance reasonably satisfactory to the Administrative Agent. Each Credit Agreement Refinancing

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Indebtedness incurred under this Section 3.3 shall be in an aggregate principal amount that is not less than $10,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 3.3. This Section 3.3 shall supersede any provisions in Section 3.13(b), 11.2 or 11.10 to the contrary.

          3.4 Extension of Loans.  Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender (an “Extending Lender”) that shall have accepted such offer extend the maturity date of any Loans and otherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension”, and each group of Loans as so extended (each, an “Extended Loan”), as well as the original Loans not so extended, being a “tranche”; any Extended Loans shall constitute a separate tranche of Loans from the tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to interest rates, fees, final maturity date, amortization, premium, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer) and except for covenants or other provisions contained therein applicable only to periods after the then Latest Maturity Date, the Loans of any Lender extended pursuant to any Extension shall have the same terms as the tranche of Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Loans shall be no earlier than the then Latest Maturity Date at the time of extension and there shall be no scheduled amortization payments for periods prior to the Original Loan Maturity Date, (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall

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be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (ix) the interest rate applicable to any Extended Loans will be determined by the Borrower and the lenders providing such Extended Loans.

          (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 3.4, (i) such Extensions shall not constitute a voluntary or mandatory payment or prepayments for purposes of Section 3.2 and (ii) any Extension Offer is required to be in a minimum amount of $10,000,000, provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Loans of any or all applicable tranches be tendered.

          (c) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 3.4 (each, an “Extension Amendment”).

          (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purposes of this Section 3.4.

          (e) This Section 3.4 shall supersede any provisions in Section 3.13(b), 11.2 or 11.10 to the contrary.

     3.5 Prepayment Offers. Notwithstanding anything in any Loan Document to the contrary, so long as no Default or Event of Default has occurred and is continuing, the Borrower may prepay the outstanding Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon acquisition by the Borrower) Loans on the following basis:

          (a) The Borrower shall have the right to make a voluntary prepayment of Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Loan Prepayment”), in each case made in accordance with this Section 3.5; provided that the Borrower shall not initiate any action under this Section 3.5 in order to make a Discounted Loan Prepayment unless (i) at least ten (10) Business Days shall have passed

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since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date; or (ii) at least three (3) Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers.

     (b) (i) Subject to the proviso to subsection (a) above, the Borrower may from time to time offer to make a Discounted Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Borrower, to (x) each Lender and/or (y) each Lender with respect to any Class of Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount of Loans offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this clause), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 2:00 p.m., Nevada time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”).

          (ii) Each Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Lender’s Loans to be prepaid at such offered discount. Each acceptance of a Discounted Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment.

          (iii) If there is at least one Discount Prepayment Accepting Lender, the Borrower will make a prepayment of outstanding Loans pursuant to

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this clause (b) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subclause (ii) above; provided that, if the aggregate principal amount of Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the Borrower of the respective Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount and tranche of Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and such Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with clause (f) below (subject to clause (j) below).

     (c) (i) Subject to the proviso to subsection (a) above, the Borrower may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to (x) each Lender and/or (y) each Lender with respect to any Class of Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Loans (the “Discount Range Prepayment Amount”), the tranche or tranches of Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Loans with respect to each relevant tranche of Loans willing to be prepaid by the Borrower (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Loans and, in such event, each such offer will be treated as separate offer pursuant to the terms of this clause), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by the Borrower shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of

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such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 2:00 p.m., Nevada time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Loans of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender’s Loans (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Discount. Any Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Loan Prepayment of any of its Loans at any discount to their par value within the Discount Range.

          (ii) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Loans to be prepaid at such Applicable Discount in accordance with this clause (c). The Borrower agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by the Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subclause (iii)) at the Applicable Discount (each such Lender, a “Participating Lender”).

          (iii) If there is at least one Participating Lender, the Borrower will prepay the respective outstanding Loans of each Participating Lender in the aggregate principal amount and of the tranches specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made

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pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall promptly, and in any case within five (5) Business Days following the Discount Range Prepayment Response Date, notify (I) the Borrower of the respective Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount of the Discounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount and tranches of Loans to be prepaid at the Applicable Discount on such date, (III) each Participating Lender of the aggregate principal amount and tranches of such Lender to be prepaid at the Applicable Discount on such date, and (IV) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with clause (f) below (subject to clause (j) below).

     (d) (i) Subject to the proviso to clause (a) above, the Borrower may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of a Solicited Discounted Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to (x) each Lender and/or (y) each Lender with respect to any Class of Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the Loans (the “Solicited Discounted Prepayment Amount”) and the tranche or tranches of Loans the Borrower is willing to prepay at a discount (it being understood that different Solicited Discounted Prepayment Amounts may be offered with respect to different tranches of Loans and, in such event, each such offer will be treated as separate offer pursuant to the terms of this clause), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by the Borrower shall remain outstanding through the Solicited Discounted Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 2:00 p.m., Nevada time on the third Business Day after the date of delivery of such notice to such Lenders (the “Solicited Discounted Prepayment Response Date”). Each Lender’s Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until the Acceptance Date, and (z) specify both a discount to par (the “Offered Discount”) at which such Lender is willing to allow prepayment of its then outstanding Loan

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and the maximum aggregate principal amount and tranches of such Loans (the “Offered Amount”) such Lender is willing to have prepaid at the Offered Discount. Any Lender whose Solicited Discounted Prepayment Offer is not received by the Auction Agent by the Solicited Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Loans at any discount.

          (ii) The Auction Agent shall promptly provide the Borrower with a copy of all Solicited Discounted Prepayment Offers received on or before the Solicited Discounted Prepayment Response Date. The Borrower shall review all such Solicited Discounted Prepayment Offers and select the largest of the Offered Discounts specified by the relevant responding Lenders in the Solicited Discounted Prepayment Offers that is acceptable to the Borrower (the “Acceptable Discount”), if any. If the Borrower elects to accept any Offered Discount as the Acceptable Discount, then as soon as practicable after the determination of the Acceptable Discount, but in no event later than by the third Business Day after the date of receipt by the Borrower from the Auction Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence of this subclause (ii) (the “Acceptance Date”), the Borrower shall submit an Acceptance and Prepayment Notice to the Auction Agent setting forth the Acceptable Discount. If the Auction Agent shall fail to receive an Acceptance and Prepayment Notice from the Borrower by the Acceptance Date, the Borrower shall be deemed to have rejected all Solicited Discounted Prepayment Offers.

          (iii) Based upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by Auction Agent by the Solicited Discounted Prepayment Response Date, within three (3) Business Days after receipt of an Acceptance and Prepayment Notice (the “Discounted Prepayment Determination Date”), the Auction Agent will determine (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the aggregate principal amount and the tranches of Loans (the “Acceptable Prepayment Amount”) to be prepaid by the Borrower at the Acceptable Discount in accordance with this Section 3.5(d). If the Borrower elects to accept any Acceptable Discount, then the Borrower agrees to accept all Solicited Discounted Prepayment Offers received by Auction Agent by the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up to and including the Acceptable Discount. Each Lender that has submitted a Solicited Discounted Prepayment Offer with an Offered Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to prepayment of Loans equal to its Offered Amount (subject to any required pro-rata reduction pursuant to the following sentence) at the Acceptable Discount (each such Lender, a “Qualifying Lender”). The Borrower will prepay outstanding Loans pursuant to this clause (d) to each Qualifying Lender in the aggregate principal amount and of the tranches specified in such Lender’s Solicited Discounted Prepayment Offer at the Acceptable Discount; provided that if the aggregate Offered Amount by all Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the Solicited Discounted Prepayment Amount, prepayment of the principal amount of the Loans for those Qualifying Lenders whose Offered Discount is

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greater than or equal to the Acceptable Discount (the “Identified Qualifying Lenders”) shall be made pro rata among the Identified Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Solicited Discount Proration”). On or prior to the Discounted Prepayment Determination Date, the Auction Agent shall promptly notify (I) the Borrower of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, the Acceptable Discount, and the Acceptable Prepayment Amount of all Loans and the tranches to be prepaid at the Applicable Discount on such date, (III) each Qualifying Lender of the aggregate principal amount and the tranches of such Lender to be prepaid at the Acceptable Discount on such date, and (IV) if applicable, each Identified Qualifying Lender of the Solicited Discount Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with clause (f) below (subject to clause (j) below).

          (e) In connection with any Discounted Loan Prepayment, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Discounted Loan Prepayment the payment of customary fees and expenses from the Borrower in connection therewith.

          (f) If any Loan is prepaid in accordance with clauses (b) through (d) above, the Borrower shall prepay such Loans on the Discounted Prepayment Effective Date. The Borrower shall make such prepayment to the Administrative Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders or Qualifying Lenders, as applicable, at the Administrative Agent’s Office in immediately available funds not later than 11:00 a.m. (Nevada time) on the Discounted Prepayment Effective Date and all such prepayments shall be applied to the remaining principal installments of the relevant tranche of Loans on a pro-rata basis across such installments. The Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date. Each prepayment of the outstanding Loans pursuant to this Section 3.5 shall be paid to the Discount Prepayment Accepting Lenders, Participating Lenders or Qualifying Lenders, as applicable, and shall be applied to the relevant Loans of such Lenders in accordance with their respective Pro Rata Share. The aggregate principal amount of the tranches and installments (if any) of the relevant Loans outstanding shall be deemed reduced by the full par value of the aggregate principal amount of the tranches of Loans prepaid (or, if there are no installments, the aggregate principal amount of the tranches of the relevant Loans shall be reduced on a pro rata basis) on the Discounted

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Prepayment Effective Date in any Discounted Loan Prepayment. In connection with each prepayment pursuant to this Section 3.5, the Borrower shall make a representation to the Lenders that it does not possess material non-public information with respect to Holdings and its Subsidiaries or the securities of any of them that has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information).

          (g) To the extent not expressly provided for herein, each Discounted Loan Prepayment shall be consummated pursuant to procedures consistent with the provisions in this Section 3.5, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower.

          (h) Notwithstanding anything in any Loan Document to the contrary, for purposes of this Section 3.5, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon Auction Agent’s (or its delegate’s) actual receipt during normal business hours of such notice or communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next Business Day.

          (i) The Borrower and the Lenders acknowledge and agree that the Auction Agent may perform any and all of its duties under this Section 3.5 by itself or through any Affiliate of the Auction Agent and expressly consent to any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any Discounted Loan Prepayment provided for in this Section 3.5 as well as activities of the Auction Agent.

          (j) The Borrower shall have the right, by written notice to the Auction Agent, to revoke in full (but not in part) its offer to make a Discounted Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Specified Range Prepayment Notice or Solicited Discount Prepayment Notice therefor at its discretion at any time on or prior to the applicable Specified Discount Prepayment Response Date (and if such offer is revoked pursuant to the preceding clauses, any failure by the Borrower to make any prepayment to a Lender, as applicable, pursuant to this Section 3.5 shall not constitute a Default or Event of Default under Section 9.1 or otherwise).

          (k) The provisions of this Section 3.5 shall supersede any provisions in Section 3.13(b), 11.2 or 11.10 to the contrary.

          3.6 [Reserved].

          3.7 Agency Fee. Borrower shall pay to the Administrative Agent an agency fee in such amounts and at such times as heretofore agreed upon in the Fee Letter. The agency fee is for the services to be performed by the Administrative Agent in acting as Administrative Agent and is fully earned on the date paid. The agency fee paid to the Administrative Agent is solely for its own account and is nonrefundable.

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          3.8 Increased Commitment Costs. If any Lender shall determine in good faith that the effectiveness or enforceability after the Closing Date of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in the interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or any corporation controlling the Lender, with any request, guideline or directive regarding capital adequacy (whether or not having the force of Law) of any such central bank or other authority not imposed as a result of such Lender’s or such corporation’s failure to comply with any other Laws, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within ten Business Days after demand of such Lender, Borrower shall pay to such Lender, from time to time as specified in good faith by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement; provided that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety days preceding the date of such demand or is attributable to periods prior to the date which is ninety days preceding the date of such demand. Each Lender’s determination of such amounts shall be conclusive in the absence of manifest error.

          3.9 [Reserved].

          3.10 Late Payments; Default Rate. During the existence of an Event of Default, upon written notice to Borrower from the Administrative Agent (with the approval of the Requisite Lenders), and in any event if any principal or interest or any fee or cost or other amount payable under any Loan Document to the Administrative Agent or any Lender is not paid when due, (a) the Loans shall thereafter bear interest at a rate per annum equal to the sum of (i) the Applicable Interest Rate, plus (ii) 2%, and (b) each other Obligation shall thereafter bear interest at a rate per annum at all times equal to the sum of the Applicable Interest Rate plus 2%, in each case, to the fullest extent permitted by applicable Laws (such rate, as applicable, the “Default Rate”). Accrued and unpaid interest at the Default Rate on past due amounts (including, without limitation, interest on past due interest) shall be payable on demand and shall be compounded monthly, on the last day of each calendar month, to the fullest extent permitted by applicable Laws.

          3.11 Computation of Interest. Interest payable hereunder shall be computed on the basis of a 365/366 day year for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan shall be included, and the date of payment of such Loan shall be excluded; provided that if a Loan is repaid on the same day on which it is made, one (1) day’s interest shall be paid on that Loan. Notwithstanding anything in this Agreement to the contrary, interest in excess of the maximum amount permitted by applicable Laws shall not accrue or be payable hereunder or under the Notes, and any amount paid as interest hereunder or under the Notes which would otherwise be in excess of such maximum permitted amount shall instead be treated as a payment of principal.

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          3.12 Non Business Days. If any payment to be made by Borrower or any other Party under any Loan Document shall come due on a day other than a Business Day, payment shall instead be considered due on the next succeeding Business Day and the extension of time shall be reflected in computing interest and fees.

          3.13 Manner and Treatment of Payments.

          (a) Each payment hereunder (except payments pursuant to Sections 3.8, 11.3, 11.11 and 11.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. Nevada time, on the day of payment (which must be a Business Day). All payments received after such time, on any Business Day, shall be deemed received on the next succeeding Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., Nevada time on a Business Day and not so made available to the account of a Lender on that Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. All payments (including, without limitation, pursuant to Section 3.2) in respect of the principal amount of any Loan shall be accompanied by payment in cash of accrued and unpaid interest on the principal amount being repaid or prepaid.

          (b) The Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall have specified in such Lender’s Administrative Questionnaire such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent.

          (c) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Loans made by it and payments received by it with respect to each of its Loans and such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligations.

          (d) Except as otherwise required by Law, each payment of any amount payable by Borrower under this Agreement or any other Loan Document (and Borrower shall assure that each payment made by any other Party under any other Loan Document) shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Agency, central bank or comparable authority, excluding, (i) net income taxes, franchise taxes (imposed in lieu of net income taxes) and backup

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withholding taxes, in each case imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Agency imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent’s or such Lender’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document), (ii) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (i) above, (iii) any taxes that are attributable to such Lender’s failure to comply with the requirements of Section 11.21, (iv) any withholding taxes imposed on amounts payable to a Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to this Section 3.13(d), or (v) any taxes that are imposed as a result of any event occurring after the Lender becomes a Lender other than a change in Law or regulation or the introduction of any Law or regulation or a change in interpretation or administration of any Law. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) or any Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder (1) the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, and (2) the Borrower shall pay the full amount withheld to the relevant Governmental Agency in accordance with applicable law. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Non-Excluded Taxes or Other Taxes, that Lender shall promptly refund such excess to Borrower.

          (e) All payments to be made by Borrower shall be made without conditions or deduction for any counterclaim, defense, recoupment or setoff.

          (f) Notwithstanding anything to the contrary contained herein, if, at the end of any accrual period (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the issuance of any Loan, (i) the aggregate amount of accrued and unpaid original issue discount (as defined in Section 1273(a)(1) of the Code) on such Loan would, but for this paragraph, exceed (ii) an amount equal to the product of (A) the issue price (as defined in Sections 1273(b) and 1274(a) of the Code) of such Loan multiplied by (B) the yield to maturity (interpreted in accordance with Section 163(i) of the Code) of such Loan, the Borrower will prepay at the end of each such accrual period without premium or penalty the minimum amount of principal plus accrued interest on such Loan necessary to prevent any of the accrued and unpaid interest and original issue discount on the Loan from being disallowed or deferred as a deduction to the Borrower under Section 163(e)(5) of the Code.

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          3.14 [Reserved]

          3.15 Failure to Charge Not Subsequent Waiver. Any decision by the Administrative Agent or any Lender not to require payment of any interest (including interest arising under Section 3.10), fee, cost or other amount payable under any Loan Document, or to calculate any amount payable by a particular method, on any occasion shall in no way limit or be deemed a waiver of the Administrative Agent’s or such Lender’s right to require full payment of any interest (including interest arising under Section 3.10), fee, cost or other amount payable under any Loan Document, or to calculate an amount payable by another method that is not inconsistent with this Agreement, on any other or subsequent occasion.

          3.16 Administrative Agent’s Right to Assume Payments Will be Made. Unless Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:

          (a) if Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and

          (b) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon Borrower, if applicable, and Borrower, if applicable, shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Obligation. Nothing herein shall be deemed to prejudice any rights which the Administrative Agent or Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this Section 3.16 shall be conclusive, absent manifest error.

          3.17 Fee Determination Detail. The Administrative Agent, and any Lender, shall provide reasonable detail to Borrower regarding the manner in which the amount of any payment to the Administrative Agent and the Lenders, or that Lender, under Article 3 has been determined, concurrently with demand for such payment.

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          3.18 Replacement of Lenders. If any Lender requests compensation under Section 3.8, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Agency for the account of any Lender pursuant to Section 3.13(d), the Borrower may replace such Lender in accordance with Section 11.25.

          3.19 Survivability. All of Borrower’s obligations under Section 3.8 shall survive for the ninety day period following the date on which all Loans hereunder are fully paid, and Borrower shall remain obligated thereunder for all claims under such Sections made by any Lender to Borrower prior to the expiration of such period.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

          In order to induce the Lenders to enter into this Agreement, each of Borrower and Holdings represents and warrants to the Lenders that:

          4.1 Existence and Qualification, Power, Compliance With Laws. Borrower is a limited liability company duly formed, validly existing and in good standing under the Laws of Nevada. Holdings is a limited liability company duly formed, validly existing and in good standing under the Laws of Delaware. Each Restricted Subsidiary is a Person duly formed, validly existing and in good standing under the Laws of its state of formation. Each of Borrower, Holdings and each Restricted Subsidiary is duly qualified or registered to transact business and is in good standing in each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Each of Borrower, Holdings and each Restricted Subsidiary has all requisite power and authority to conduct its business, to own and lease its Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. The chief executive office of Borrower is located in Nevada. All outstanding member’s interests in Borrower are validly issued, and fully paid, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Each of Borrower, Holdings and each Restricted Subsidiary is in compliance with all Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of its business as currently conducted, except where the failure so to comply, obtain authorizations, consents, approvals, orders, licenses and permits, or to file, register, qualify or obtain exemptions, does not constitute a Material Adverse Effect.

          4.2 Authority, Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by each of the Borrower, Holdings and each Subsidiary of Borrower of each Loan Document to which it is a Party and the consummation of the other transactions contemplated to occur on the Closing Date have been duly authorized by all necessary limited liability company or other corporate action, and do not and will not

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          (a) require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such party,

          (b) violate or conflict with any provision of such party’s articles of incorporation, organization or other organizational documents, including, without limitation, any operating agreements or bylaws,

          (c) result in or require the creation or imposition of any Lien upon or with respect to any Property now owned or leased or hereafter acquired by such party (other than Permitted Liens and Liens created by the Loan Documents),

          (d) violate any Requirement of Law applicable to such party, subject to obtaining the authorizations from, or filings with, the Governmental Agencies described in Schedule 4.3; or

          (e) result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any Contractual Obligation to which such party is a party or by which such party or any of its Property is bound or affected;

and as of the Closing Date, neither Borrower nor Holdings is in violation of, or default under, any Requirement of Law or Contractual Obligation, including any Contractual Obligation described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

          4.3 No Governmental Approvals Required. Except as set forth in Schedule 4.3 or previously obtained or made, no authorization, consent, approval, order, license or permit from, or filing, registration or qualification with, any Governmental Agency is or will be required to authorize or permit under applicable Laws the execution, delivery and performance by each of Borrower, Holdings and each Subsidiary of Borrower of the Loan Documents to which it is a Party.

          4.4 Subsidiaries. As of the Closing Date, Borrower has no Subsidiaries and Holdings’ only Subsidiary is Borrower. As of the Closing Date, neither Holdings nor Borrower owns any Capital Stock or debt security which is convertible, or exchangeable, for Capital Stock in any Person. All of the outstanding Capital Stock of the Borrower is owned of record and beneficially by Holdings, there are no outstanding options, warrants or other rights to purchase Capital Stock of any the Borrower, and all such Capital Stock so owned is duly authorized, validly issued, fully paid and non assessable, and was issued in compliance with all applicable state and federal securities and other Laws, and is free and clear of all Liens and rights of others, except for nonconsensual Permitted Liens. All of the outstanding Capital Stock of each Restricted Subsidiary is owned of record and beneficially by Borrower, there are no outstanding options, warrants or other rights to purchase Capital Stock of any such Restricted Subsidiary, and all such Capital Stock so owned is duly authorized, validly issued, fully paid and non assessable, and was issued in compliance with all applicable state and federal securities and other Laws, and is free and clear of all Liens and rights of others, except for nonconsensual Permitted Liens.

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          4.5 Financial Statements. Borrower has furnished to the Lenders an unaudited balance sheet of the Borrower for the quarter ended June 30, 2011, which fairly presents in all material respects the financial condition of Borrower as of that date in conformity with GAAP except for the absence of footnotes. Holdings has furnished to the Lenders (a) an unaudited pro forma consolidated balance sheet of Holdings as of June 30, 2011, presented as if the consummation of the Plan of Reorganization and the implementation of the transactions contemplated thereby had occurred on June 30, 2011, and (b) unaudited pro forma consolidated statements of operations for the six months ended June 30, 2011 and the fiscal year ended December 31, 2010, presented as if the consummation of the Plan of Reorganization and the implementation of the transactions contemplated thereby had occurred on January 1, 2011 and January 1, 2010, respectively ((a) and (b) collectively, the “Pro Forma Financial Statements”). The Pro Forma Financial Statements have been derived from the balance sheet and statements of operations of Borrower and have been prepared in good faith, based on assumptions believed by Holdings and Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of Holdings and Borrower at June 30, 2011 and their estimated results of operations for the period covered thereby.

          4.6 No Other Liabilities; No Material Adverse Changes. After giving effect to the Plan of Reorganization, on the Effective Date, Borrower does not have any material liability or material contingent liability required under GAAP to be reflected or disclosed and not reflected or disclosed in the balance sheet described in Section 4.5, other than the Obligations and liabilities and contingent liabilities arising in the ordinary course of business.

          4.7 Title to Property. As of the Closing Date, Borrower has valid title to its Property (other than assets which are the subject of a Capital Lease Obligation) reflected in the balance sheet described in Section 4.5, other than items of Property or exceptions to title which are in each case immaterial to Borrower and Property subsequently sold or disposed of in the ordinary course of business, free and clear of all Liens and rights of others, other than Permitted Liens.

          4.8 Intangible Assets. Borrower owns, or possesses (or as of any relevant date will own or possess the same to the extent that it has the present need for such assets) the right to use to the extent necessary in its business, all material trademarks, trade names, copyrights, patents, patent rights, computer software, licenses and other Intangible Assets that are used in the conduct of its businesses as now operated, and no such Intangible Asset, to the best knowledge of Borrower, conflicts with the valid trademark, trade name, copyright, patent, patent right or Intangible Asset of any other Person to the extent that such conflict constitutes a Material Adverse Effect. Schedule 4.8 sets forth all material trademarks and trade names used by Borrower as of the Closing Date.

          4.9 Litigation. Except for (a) any matter fully covered as to subject matter and amount (subject to applicable deductibles and retentions) by insurance for which the insurance carrier has not asserted lack of subject matter coverage or reserved its right to do so, (b) any matter, or series of related matters, involving a claim against Holdings, Borrower or any of its Subsidiaries of less than $1,000,000, (c) matters of an administrative nature not involving a

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claim or charge against Holdings, Borrower or any of its Subsidiaries and (d) matters set forth in Schedule 4.9 (none of which may reasonably be expected to have Material Adverse Effect), there are no actions, suits, proceedings or investigations pending as to which Borrower, Holdings or any Restricted Subsidiary has been served or has received notice or, to the best knowledge of Borrower, threatened against or affecting Borrower, Holdings or any Restricted Subsidiary or any Property of Borrower, Holdings or any Restricted Subsidiary before any Governmental Agency.

          4.10 Binding Obligations. Each of the Loan Documents to which the Borrower, Holdings or a Restricted Subsidiary is a Party will, when executed and delivered by such party constitute the legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, except as enforcement may be limited by Debtor Relief Laws, Gaming Laws or equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion.

          4.11 No Default. No event has occurred and is continuing that is a Default or Event of Default.

          4.12 ERISA.

          (a) With respect to each Pension Plan, except as would not reasonably be expected, individually or in the aggregate, to result in a material liability to the Borrower:

          (i) no “reportable event” as defined in Section 4043 of ERISA or the regulations issued thereunder (other than an event for which the 30-day notice period is waived by regulation) has occurred that could reasonably be expected to result in a material liability to the Borrower;

          (ii) there has been no failure to satisfy the minimum funding standard of Section 412 of the Code and Section 302 of ERISA, whether or not waived;

          (iii) there has been no failure to make by its due date a required contribution under Section 430(j) of the Code, as amended by the Pension Protection Act of 2006;

          (iv) there has been no filing pursuant to Section 412 of the Code of an application for a waiver of the minimum funding standard;

          (v) neither Borrower nor any of its ERISA Affiliates has incurred any liability under Title IV of ERISA with respect to the termination of the Pension Plan;

          (vi) neither the Borrower nor any of its ERISA Affiliates has received a notice of intent to terminate the Pension Plan in a distress termination described in Section 4041(c) of ERISA;

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          (vii) the PBGC has not instituted proceedings to terminate the Pension Plan;

          (viii) to the knowledge of the Borrower, no event has occurred that would reasonably constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, the Pension Plan;

          (ix) neither Borrower nor any of its ERISA Affiliates has incurred any material liability, which remains unsatisfied, with respect to the withdrawal from any Pension Plan; and

          (x) no amendment has been adopted that would require the provision of security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA.

Each event described in this Section 4.12(a) is referred to herein as a “Pension Plan Event”.

          (b) Neither Borrower nor any of its ERISA Affiliates has incurred or expects to incur any complete or partial withdrawal liability to any Multiemployer Plan that could reasonably be expected to result in a material liability to the Borrower. With respect to each Multiemployer Plan, except as would not reasonably be expected to result in material liability to the Borrower, neither Borrower nor any of its ERISA Affiliates has (i) failed to make any required contribution to such Multiemployer Plan or (ii) received any notice from the Multiemployer Plan that it is insolvent or in reorganization pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA. Each event described in this Section 4.12(b) is referred to herein as a “Multiemployer Plan Event”.

          (c) Each Employee Benefit Plan complies in form and operation with ERISA, the Code and all other applicable Laws, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

          (d) Borrower has not engaged in any non exempt “prohibited transaction” (as defined in Section 4975 of the Code) and, to the knowledge of Borrower, no such “prohibited transaction” has occurred with respect to any Employee Benefit Plan that could reasonably be expected to result in material liability to the Borrower.

          4.13 Regulation U; Investment Company Act. No part of the proceeds of any Loan hereunder will be used to purchase or carry, or to extend credit to others for the purpose of purchasing or carrying, any Margin Stock in violation of Regulation U. Neither Holdings, Borrower nor any Restricted Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

          4.14 Disclosure. None of the information and data heretofore or contemporaneously furnished in writing by or on behalf of Holdings or the Borrower to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as

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modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make such information and data (taken as a whole), in the light of the circumstances under which it was delivered, not materially misleading; it being understood that for purposes of this Section 4.14, such information and data shall not include projections and pro forma financial information or information of a general economic or general industry nature.

          4.15 Tax Liability. Holdings, Borrower and its Subsidiaries have filed all tax returns which are required to be filed, and have paid, or made provision for the payment of, all taxes, fees or other charges with respect to the periods, Property or transactions covered by said returns, or pursuant to any assessment received by Holdings, Borrower or any of its Subsidiaries, except (a) such taxes, if any, as are being contested in good faith by appropriate proceedings and as to which adequate reserves have been established and maintained in accordance with GAAP and (b) immaterial taxes so long as no material Property of Holdings, Borrower or its Subsidiaries is at impending risk of being seized, levied upon or forfeited. To the best knowledge of the Borrower, no Lien for taxes, fees or other charges has been filed (other than Permitted Liens), and no claim is being asserted against Holdings, Borrower or any of its Subsidiaries for any such taxes, fees or other charges.

          4.16 [Reserved].

          4.17 Hazardous Materials. Except as described in Schedule 4.17, (a) neither Holdings, Borrower nor any of its Subsidiaries at any time has disposed of, discharged, released or threatened the release of any Hazardous Materials on, from or under the Real Property in violation of any Hazardous Materials Law that would individually or in the aggregate constitute a Material Adverse Effect, (b) to the best knowledge of Borrower, no condition exists that violates any Hazardous Material Law affecting any Real Property except for such violations that would not individually or in the aggregate constitute a Material Adverse Effect, (c) no Real Property or any portion thereof is or has been utilized by Borrower as a site for the manufacture of any Hazardous Materials and (d) to the extent that any Hazardous Materials are used, generated or stored by Borrower on any Real Property, or transported to or from such Real Property by Borrower, such use, generation, storage and transportation are in compliance with all Hazardous Materials Laws except for such non compliance that would not constitute a Material Adverse Effect or be materially adverse to the interests of the Lenders.

          4.18 Gaming Laws. Each of Holdings, Borrower and each Restricted Subsidiary is in compliance with all applicable Gaming Laws except for such non compliance that would not constitute a Material Adverse Effect.

          4.19 Security Interests. The Security Agreement creates a valid security interest in the Collateral described therein securing the Obligations (subject only to Permitted Liens and to such qualifications and exceptions as are contained in the Uniform Commercial Code with respect to the priority of security interests perfected by means other than the filing of a financing statement or with respect to the creation of security interests in Property to which Article 9 of the Uniform Commercial Code does not apply) and all actions necessary to perfect the security interest so created have been taken and completed. The Trademark Collateral Assignment creates a valid first priority collateral assignment of the Collateral described therein

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securing the Obligations (subject to the matters disclosed in Schedule 1.2) and all action necessary to perfect the collateral assignment so created, other than the filing thereof with the United States Patent and Trademark Office, has been taken and completed. The Holdings Pledge Agreement creates a first priority valid security interest in the Holdings Pledged Collateral and all action necessary to perfect the security interest so created has been taken and completed. The Deed of Trust creates a valid Lien in the Collateral described therein securing the Obligations, other than those arising under Sections 4.17, 5.11 and 11.22 (subject only to Permitted Liens), and all action necessary to perfect the Lien so created, other than recordation or filing thereof with the appropriate Governmental Agencies, will have been taken and completed.

          4.20 Deposit and Securities Accounts. As of the Closing Date, each deposit, securities, or other similar account maintained by Borrower or Holdings is described on Schedule 4.20. As of the Closing Date, each deposit, securities, or other similar account maintained by Borrower or Holdings is pledged to the Administrative Agent as collateral for the Obligations and is or will be within the period of time specified in Section 5.13 the subject of a Control Agreement, other than any account designated as a payroll account, tax withholding account or other employee wage and benefits payments account, other fiduciary or trust account or excluded accounts on Schedule 4.20.

          4.21 Permits. Except as set forth in Schedule 4.21, there are no Permits that are required or will become required under existing Laws for the ownership, lease, financing or operation of the Aliante Casino and Hotel that (a) have not been obtained and (b) are not valid and in full force and effect, except, in each case, as would not reasonably be expected to have a Material Adverse Effect. Borrower has no reason to believe that any Permit so indicated will not be obtained before it becomes necessary for the ownership, lease, financing or operation of the Aliante Casino and Hotel or that obtaining such Permit will result in material expense or delay. Borrower is not in violation of any condition in any Permit the effect of which could reasonably be expected to have a Material Adverse Effect.

          4.22 OFAC, Etc.

          (a) Each of Borrower, Holdings and each Restricted Subsidiary is not an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et seq.), as amended. Each of Borrower, Holdings and each Restricted Subsidiary is not in violation of the Trading with the Enemy Act, as amended, any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or (c) the Patriot Act. Each of Borrower, Holdings and each Restricted Subsidiary (i) is not a blocked person described in Section 1 of the Anti-Terrorism Order and (ii) to the best of its knowledge, does not engage in any dealings or transactions, or is otherwise associated, with any such blocked person.

          (b) Each of Borrower, Holdings and each Restricted Subsidiary is not in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC that are described or referenced at

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http://www.ustreas.gov/offices/enforcement/ofac/ or as otherwise published from time to time in any material respect.

          (c) Neither Borrower nor its Affiliates (i) is a Sanctioned Person, (ii) has more than 10% of its assets invested in Sanctioned Persons, or (iii) derives more than 10% of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Entities.

          (d) Each of Borrower, Holdings and each Restricted Subsidiary is in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-l, et seq., and any foreign counterpart thereto. Each of Borrower, Holdings and each Restricted Subsidiary has not made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any candidate for foreign political office, and (c) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to Borrower or to any other Person, in violation of the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-l, et seq.

ARTICLE 5
AFFIRMATIVE COVENANTS

(OTHER THAN INFORMATION AND
REPORTING REQUIREMENTS)

          So long as any Obligation (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) Secured Hedging Obligations and Obligations under Secured Bank Products Agreements) remains unpaid, each of Holdings and Borrower shall, and shall cause each Restricted Subsidiary to, unless the Administrative Agent (with the written approval of the Requisite Lenders) otherwise consents:

          5.1 Payment of Taxes and Other Potential Liens. Pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon any of them, upon their respective Property or any part thereof and upon their respective income or profits or any part thereof, except that each of Holdings and Borrower and the Restricted Subsidiaries shall not be required to pay or cause to be paid (a) any tax, assessment, charge or levy that is not yet past due, or is being contested in good faith by appropriate proceedings so long as the relevant entity has established and maintains adequate reserves in accordance with GAAP for the payment of the same or (b) any immaterial tax so long as no material Property of Holdings, Borrower or any Restricted Subsidiary is at material risk of impending seizure, levy or forfeiture.

          5.2 Preservation of Existence. Preserve and maintain their respective existences in the jurisdiction of their formation and all material authorizations, rights, franchises, privileges, consents, approvals, orders, licenses, permits, or registrations from any Governmental Agency that are necessary for the transaction of their respective business and qualify and remain qualified to transact business in each jurisdiction in which such qualification is necessary in view

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of their respective business or the ownership or leasing of their respective Properties except where the failure to so qualify or remain qualified would not constitute a Material Adverse Effect.

          5.3 Maintenance of Properties. Maintain, preserve and protect all of their respective Properties in good order and condition, subject to wear and tear in the ordinary course of business, and not permit any waste of their respective Properties, except that the failure to maintain, preserve and protect a particular item of Property that is not of significant value, either intrinsically or to the operations of Holdings, Borrower and their respective Subsidiaries, taken as a whole, shall not constitute a violation of this covenant.

          5.4 Maintenance of Insurance.

          (a) Maintain with financially sound and reputable insurance companies having an A.M. Best Rating of not less than A:X and which are not Affiliates of Borrower, insurance with respect to Holdings’, Borrower’s and the Restricted Subsidiaries’ properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons and providing for not less than 30 days’ prior written notice to the Administrative Agent of termination, lapse or cancellation of such insurance.

          (b) Without limitation on the foregoing, maintain the coverage (including all deductibles and retentions) described below, provided that neither Holdings nor Borrower shall unreasonably refuse to purchase any casualty, liability or other coverages requested by the Requisite Lenders which is reflective of insurance ordinarily carried by responsible companies engaged in similar businesses and owning similar assets in the geographic areas in which each of Holdings and Borrower operates. All such insurance shall be carried through insurance companies rated A:X or better by A.M. Best.

          (c) In any event, each of Holdings, Borrower and the Restricted Subsidiaries shall maintain and keep in force the following insurance:

          (i) at all times during any period of construction of any capital projects, and with respect to any property affected by such construction, a policy or policies of builder’s “all risk” insurance in nonreporting form in an amount not less than the full insurable completed value of such portion of the affected property on a replacement cost basis;

          (ii) with respect to any property not covered by a policy or policies described in clause (c)(i), a policy or policies of fire and hazards “all risk” insurance providing extended coverage in an amount not less than the amount of the full value of that property, calculated on a replacement cost basis;

          (iii) business interruption insurance (including insurance against income loss during a period of at least one year);

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          (iv) comprehensive liability insurance, naming the Administrative Agent as additional insured, on an “occurrence” basis, against claims for “personal injury” liability, including bodily injury, death or property damage liability, with an aggregate limit of not less than $15,000,000;

          (v) policies of worker’s compensation insurance as may be required by applicable laws (including employer’s liability insurance, if required by the Administrative Agent), covering all employees of Holdings, Borrower and its Restricted Subsidiaries and each relevant contractor and subcontractor;

          (vi) if any property is required to be insured pursuant to the Flood Disaster Protection Act of 1973 or the National Flood Insurance Act of 1968, and the regulations promulgated thereunder, because it is located in an area which has been identified by the Secretary of Housing and Urban Development as a Flood Hazard Area, then Holdings and Borrower shall provide, maintain and keep in force at all times a flood insurance policy covering the property in limits that would equal or exceed the damage caused by what is expected to be the most severe flood (or any greater limits to the extent required by applicable law from time to time);

          (vii) liquor liability insurance, directors and officers liability insurance with coverages at commercially reasonable levels acceptable to the Administrative Agent and the Requisite Lenders;

          (viii) crime protection coverage with coverages at commercially reasonable levels acceptable to the Administrative Agent and the Requisite Lenders; and

          (ix) such other insurance as the Administrative Agent or the Requisite Lenders may hereafter reasonably require based upon the recommendation of a third party insurance consultant.

          (d) Each such policy shall name the Administrative Agent as an additional insured and mortgagee, and shall, to the extent relevant, include a waiver of subrogation against the Administrative Agent and the Lenders, contain a provision that provides for a severability of interests, and shall provide that an act or omission by one of the insured shall not reduce or avoid coverage with respect to the other insureds, insure against loss or damage by hazards customarily included within “all risk” and “extended coverage” policies and any other risks or hazards which the Administrative Agent or the Requisite Lenders may reasonably specify (and shall include fire, sprinkler leakage, windstorm, hurricane, international and domestic acts of terrorism, earthquake, steam boiler, pressurized vessel and machinery insurance insuring both against breakdown and explosion or other losses to personal property resulting from the use or maintenance thereof), shall contain a Lender’s Loss Payable Endorsement in a form acceptable to the Administrative Agent in favor of the Administrative Agent and shall be primary and noncontributory with any other insurance carried by the Administrative Agent or the Lenders.

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          (e) Borrower shall supply the Administrative Agent with certificates of each policy required hereunder, and, if requested, an original or underlyer of each such policy and all endorsements thereto. When any insurance policy required hereunder expires, Borrower shall furnish the Administrative Agent with proof acceptable to the Administrative Agent that the policy has been reinstated, renewed or a new policy issued, continuing in force the insurance covered by the policy which expired. If Borrower or Holdings, as applicable, fails to pay any such premium, the Administrative Agent shall have the right, but not the obligation, to obtain reasonable replacement coverage and advance funds to pay the premiums for it on behalf of the Lenders, and Borrower shall repay the Administrative Agent upon demand for any advance for such premiums, which shall be considered to be an additional Loan bearing interest from the date of demand at the Default Rate.

          5.5 Compliance With Laws. Comply, within the time period, if any, given for such compliance by the relevant Governmental Agency or Agencies with enforcement authority, with all Requirements of Law noncompliance with which constitutes a Material Adverse Effect, except that each of Holdings, Borrower and its Restricted Subsidiaries need not comply with a Requirement of Law then being contested by any of them in good faith by appropriate proceedings.

          5.6 Inspection Rights. Upon reasonable notice, at any time during regular business hours and as often as reasonably requested (but not so as to materially interfere with the business of Borrower or any of its Restricted Subsidiaries), but subject to the applicable provisions of Gaming Laws, permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, each of Holdings, Borrower and the Restricted Subsidiaries and to discuss the affairs, finances and accounts of each of Holdings, Borrower and its Restricted Subsidiaries with any of their officers, key employees or accountants.

          5.7 Keeping of Records and Books of Account. Keep adequate records and books of account reflecting all financial transactions in conformity with GAAP, consistently applied, and in material conformity with all applicable requirements of any Governmental Agency having regulatory jurisdiction over Holdings, Borrower or any of its Restricted Subsidiaries.

          5.8 Compliance With Agreements. Promptly and fully comply with all Contractual Obligations under all material agreements, indentures, leases and/or instruments to which any one or more of them is a party, whether such material agreements, indentures, leases or instruments are with a Lender or another Person, except for any such Contractual Obligations (a) the performance of which would cause a Default or (b) then being contested by any of them in good faith by appropriate proceedings or if the failure to comply with such agreements, indentures, leases or instruments does not constitute a Material Adverse Effect.

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          5.9 [Reserved].

          5.10 New Subsidiaries; Collateral; Legal Opinions.

          (a) Concurrently with the formation or acquisition of any Subsidiary, Borrower shall deliver to the Administrative Agent a written designation of such Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, and shall cause each Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary, promptly and in any event within ten Business Days, to execute and deliver to the Administrative Agent a Subsidiary Guaranty in a form reasonably acceptable to the Administrative Agent, a security agreement substantially in the form of the Security Agreement granting a Lien on substantially all of its assets (subject only to Permitted Liens and Liens permitted pursuant to Section 6.4(c)) and other Collateral Documents granting Liens on all of its other Properties, and (subject to compliance with applicable Gaming Laws) to deliver the certificates evidencing all Equity Interests in such Subsidiary to the Administrative Agent in pledge pursuant to a pledge agreement substantially in the form of the Holdings Pledge Agreement, and to take such actions as are required by the Administrative Agent to perfect the Liens of the Administrative Agent pursuant thereto. Concurrently with the formation or acquisition of any Restricted Subsidiary that is a Foreign Subsidiary, the ownership interests of which are owned by Borrower or by any Wholly Owned Domestic Subsidiary of Borrower, Borrower shall take, or shall cause such Domestic Subsidiary to take, all actions necessary to grant and to perfect a Lien (subject only to Permitted Liens and Liens permitted pursuant to Section 6.4(c)) in favor of the Administrative Agent, for the benefit of the Secured Parties, in sixty-five percent (65%) of such ownership interests.

          (b) Concurrently with the acquisition by any Loan Party of any Real Property, deliver to the Administrative Agent a deed of trust with respect thereto, substantially in the form of the Deed of Trust, together with such environmental reviews, title policies and other similar assurances as the Administrative Agent may request.

          (c) Upon the formation or acquisition of any Restricted Subsidiary or the acquisition by any Loan Party of any Real Property and the request of the Administrative Agent (acting at the direction of the Requisite Lenders), deliver to the Administrative Agent written legal opinions issued to the Administrative Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent, of any applicable counsel (including, without limitation, regulatory counsel) to the Borrower and any applicable Loan Party.

          (d) Upon the written request by the Administrative Agent (acting at the direction of the Requisite Lenders), the Borrower shall use commercially reasonably efforts to cause each third-party commercial tenant to execute and deliver to the Administrative Agent a Subordination, Non-Disturbance and Attornment Agreement with respect to such third party tenant’s lease of space at the Aliante Casino and Hotel.

          5.11 Hazardous Materials Laws. Keep and maintain all Real Property and each portion thereof in compliance with all applicable Hazardous Materials Laws (except for such non compliance that would not constitute a Material Adverse Effect or be materially adverse to the interests of the Lenders) and promptly notify the Administrative Agent in writing (attaching a copy of any pertinent written material) of (a) any and all material enforcement, cleanup, removal

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or other governmental or regulatory actions instituted, completed or threatened in writing by a Governmental Agency pursuant to any applicable Hazardous Materials Laws, (b) any and all material claims made or threatened in writing by any Person against Borrower or any of its Subsidiaries relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials and (c) discovery by any Senior Officer of any material occurrence or condition on any real Property adjoining or in the vicinity of such Real Property that could reasonably be expected to cause such Real Property or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use of such Real Property under any applicable Hazardous Materials Laws.

          5.12 Projections. Within 90 days after the Closing Date, Borrower shall deliver to the Administrative Agent a budget and projections covering the current Fiscal Year on a monthly basis and the following four Fiscal Years on an annual basis, including projected consolidated and consolidating balance sheets, statements of operations and statements of cash flow, all in reasonable detail, which shall be approved by the Board of Directors of Holdings (the “Projections”), and Borrower shall believe that the assumptions set forth in the Projections are reasonable and consistent with each other and with all facts known to Borrower, and that the Projections are reasonably based on such assumptions. Nothing in this Section 5.12 shall be construed as a representation or covenant that the Projections in fact will be achieved.

          5.13 Deposit and Securities Accounts. (a) Maintain all deposit, securities or other similar accounts (including, without limitation, the Operating Account) with commercial banks located in the United States and (b) use commercially reasonable efforts to enter into, as soon as possible after the Closing Date, a control agreement in a form reasonably satisfactory to the Administrative Agent with such commercial banks and the Administrative Agent, for the benefit of the Secured Parties, with respect to each such deposit, securities or other similar account (the “Control Agreements”); provided that Holdings, Borrower and such Restricted Subsidiary shall not be required to obtain a Control Agreement with respect to those accounts designated as a payroll account, tax withholding account or other employee wage and benefits payments account, other fiduciary or trust account or other excluded account listed on Schedule 4.20 (collectively, the “Excluded Accounts”); provided, further, that if within 60 days after the Closing Date (or such longer period following such date as the Administrative Agent may agree in its sole discretion), Holdings, Borrower or such Restricted Subsidiary, as applicable, shall not have entered into a Control Agreement with respect to any deposit, securities or other similar account required to be subject to a Control Agreement under this Section 5.13, such account shall be closed and all funds therein transferred to an account at another financial institution that has executed a Control Agreement.

ARTICLE 6
NEGATIVE COVENANTS

          So long as any Obligation (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) Secured Hedging Obligations and Obligations under Secured Bank Products Agreements) remains unpaid, unless the Administrative Agent (with the written approval of the Requisite Lenders) otherwise consents:

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          6.1 Asset Sales. Holdings and Borrower shall not, and shall not permit any Restricted Subsidiary to, make or consummate any Asset Sale except:

          (a) transfers of Property subject to Recovery Events upon receipt of Net Proceeds of such Recovery Event;

          (b) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture agreements and similar binding agreements;

          (c) the unwinding of any Hedging Agreement;

          (d) the lapse or abandonment in the ordinary course of any registrations or applications of any immaterial patents, patent rights, trademarks, servicemarks, trade names, copyrights, technology, software, know-how, database rights, rights of privacy and publicity, licenses and other intellectual property rights;

          (e) Dispositions permitted by Section 6.6(a)(iii);

          (f) Property which constitutes parcels of land not underlying material improvements and which is sold or otherwise transferred to Governmental Agencies for public purposes benefiting the Aliante Casino and Hotel; and

          (g) Asset Sales not otherwise permitted under this Section 6.1; provided that (i) at the time of such Asset Sale, no Default shall exist or would result from such Asset Sale; (ii) the Net Proceeds of such Asset sale shall be applied to the prepayment of Loans to the extent required in accordance with Section 3.2(c); (iii) with respect to any Asset Sale pursuant to this clause (g) for a purchase price in excess of $2,500,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents; provided, however, that for the purposes of this clause (iii), (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Borrower or such Restricted Subsidiary from such transferee that are converted into cash (to the extent of the cash received) within one hundred and eighty (180) days following the closing of the applicable Asset Sale and (C) any Designated Non-Cash Consideration received in respect of such Asset Sale having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of the greater of $25,000,000 and 5.00% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash (and satisfaction

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of such test shall be evidenced by a certificate from a Senior Officer demonstrating such satisfaction calculated in reasonable detail); and (iv) to the extent the aggregate amount of Net Proceeds received by the Borrower or a Restricted Subsidiary from Asset Sales made pursuant to this Section 6.1(g) exceeds $30,000,000, all Net Proceeds in excess of such amount shall be applied to prepay Loans in accordance with Section 3.2(c) and may not be reinvested in the business of the Borrower or a Restricted Subsidiary;

provided that any Disposition of any property pursuant to Section 6.1(g) shall be for no less than the Fair Market Value of such property at the time of such Disposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by Section 6.1 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and, if requested by the Administrative Agent, upon the certification by the Borrower that such Disposition is permitted by this Agreement, the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

          6.2 Restricted Payments. Holdings and Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default or Event of Default shall have occurred and remain continuing or would result therefrom, Holdings, Borrower and any Restricted Subsidiary may make Permitted Restricted Payments.

          6.3 Indebtedness. The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness; provided that the Borrower may incur Indebtedness, and any Restricted Subsidiary may incur Indebtedness, if, after giving effect thereto, the Fixed Charge Coverage Ratio on a Pro Forma Basis would be at least 2.0:1.0, and satisfaction of such test shall be evidenced by a certificate from a Senior Officer demonstrating such satisfaction calculated in reasonable detail. Notwithstanding the foregoing, Borrower and any Restricted Subsidiary may incur the following Indebtedness:

          (a) the Obligations;

          (b) Indebtedness consisting of accrued and unpaid Management Fees;

          (c) Indebtedness of the Borrower and its Restricted Subsidiaries consisting of FF&E Financings, Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction or improvement of property, plant or FF&E or works of improvement used in the business of Holdings, Borrower or such Restricted Subsidiary; provided that the aggregate principal amount of Indebtedness at any one time outstanding incurred pursuant to this clause (c) and the aggregate principal amount of all Permitted Refinancing Indebtedness thereof shall not exceed the greater of $25,000,000 and five percent (5%) of Consolidated Total Assets, in each case determined at the time of incurrence, and satisfaction of such test shall be evidenced by a

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certificate from a Senior Officer demonstrating such satisfaction calculated in reasonable detail;

          (d) Indebtedness of the Borrower or any Restricted Subsidiary owing to and held by the Borrower or any of its Restricted Subsidiaries;

          (e) Indebtedness consisting of the Guarantee by Borrower of Indebtedness of any of its Restricted Subsidiaries otherwise permitted hereunder;

          (f) Hedging Obligations to the extent entered into for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes;

          (g) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, that such Indebtedness is extinguished within five Business Days of its incurrence; and

          (h) Indebtedness (i) of any Person that becomes a Restricted Subsidiary after the date hereof, which Indebtedness is existing at the time such Person becomes a Restricted Subsidiary and is not incurred in contemplation of such Person becoming a Restricted Subsidiary that is non-recourse to the Borrower, Holdings or any Restricted Subsidiary (other than any Subsidiary of such Person that is a Subsidiary on the date such Person becomes a Restricted Subsidiary after the date hereof) and is either (A) unsecured or (B) secured only by the assets of such Restricted Subsidiary by Liens permitted under clause (12) of the definition of Permitted Liens and, in each case, any Permitted Refinancing Indebtedness thereof, and (ii) of the Borrower or any Restricted Subsidiary incurred or assumed in connection with any Investment expressly permitted hereunder that is secured only by Liens permitted under clause (12) of the definition of Permitted Liens (and any Permitted Refinancing Indebtedness of the foregoing) and so long as the aggregate principal amount of such Indebtedness and the aggregate principal amount of any Permitted Refinancing Indebtedness thereof at any time outstanding pursuant to clause (h)(ii) does not exceed $10,000,000;

          (i) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in any Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments;

          (j) Indebtedness consisting of obligations of the Borrower and its Restricted Subsidiaries under deferred compensation or other similar arrangements with employees incurred by such Person in connection with any Investment expressly permitted hereunder;

          (k) obligations under Bank Products Agreements and other Indebtedness in respect of netting services, automatic clearinghouse arrangements,

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overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business and any Guarantees thereof;

          (l) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business consistent with past practice in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims;

          (m) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;

          (n) Permitted Refinancing Indebtedness in respect of any Indebtedness incurred as permitted under the first sentence of this Section 6.3;

          (o) additional Indebtedness of the Borrower and its Restricted Subsidiaries in an aggregate principal amount at any time outstanding not to exceed the greater of $10,000,000 and two percent (2%) of Consolidated Total Assets, in each case determined at the time of incurrence, and satisfaction of such test shall be evidenced by a certificate from a Senior Officer demonstrating such satisfaction calculated in reasonable detail;

          (p) additional unsecured Indebtedness of the Borrower and its Restricted Subsidiaries in an aggregate principal amount at any time outstanding not to exceed the greater of $25,000,000 and five percent (5%) of Consolidated Total Assets, in each case determined at the time of incurrence, and satisfaction of such test shall be evidenced by a certificate from a Senior Officer demonstrating such satisfaction calculated in reasonable detail; and

          (q) Permitted Pari Passu Secured Refinancing Debt, Permitted Junior Secured Refinancing Debt, Permitted Unsecured Refinancing Debt and, in each case, Permitted Refinancing Indebtedness in respect thereof.

          6.4 Liens and Negative Pledges. Holdings and Borrower shall not, and shall not permit any Restricted Subsidiary to, create, assume or suffer to exist any Liens upon their respective Properties, other than the following:

          (a) Liens securing the Obligations;

          (b) Permitted Liens; and

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          (c) Liens securing Indebtedness incurred pursuant to the first sentence of Section 6.3 or Section 6.3(n) or (o); provided that (i) such Liens shall not attach to any Property of Holdings, the Borrower or any Restricted Subsidiary not constituting Collateral for the Obligations, and in no event shall such Liens be senior to the Liens securing the Obligations and (ii) such Liens shall either be (x) junior in priority to the Liens securing the Obligations (but without regard to the control of remedies) and subject to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent and the Requisite Lenders, or (y) if the Leverage Ratio after giving effect to the incurrence of such Indebtedness would be less than 5.0:1.0 on a Pro Forma Basis (and satisfaction of such test shall be evidenced by a certificate from a Senior Officer demonstrating such satisfaction calculated in reasonable detail), pari passu to the Liens securing the Obligations and subject to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent and the Requisite Lenders.

Furthermore, Holdings and Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into any covenant or agreement which prohibits the granting of any Lien in respect of their Properties to the Administrative Agent and the Lenders, other than any such covenant in favor of the holder of a Permitted Lien described in clauses (4) and (12) of the definition thereof but solely in respect of the Property which is the subject of that Permitted Lien.

          6.5 Restrictions on Subsidiaries. Holdings and Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

          (a) pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to Holdings, Borrower or any Restricted Subsidiary or pay any liabilities owed to Holdings, Borrower or any Restricted Subsidiary;

          (b) make loans or advances to Holdings, Borrower or any Restricted Subsidiary;

          (c) transfer any of its properties or assets to Holdings, Borrower or any Restricted Subsidiary;

provided, however, that this Section shall not apply to encumbrances or restrictions:

          (1) existing under, by reason of or with respect to any agreements in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof including any Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings or Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in such other agreements, as the case may be, as in effect on the Closing Date;

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          (2) set forth in this Agreement;

          (3) existing under, by reason of or with respect to applicable law;

          (4) with respect to any Person or the property or assets of a Person acquired by Borrower or any of its Restricted Subsidiaries existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition;

          (5) in the case of clause (c) above:

          (i) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease (including pursuant to Capital Lease Obligations), license, conveyance or contract or similar property or asset;

          (ii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of Holdings, Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement; or

          (iii) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of Holdings, Borrower or any Restricted Subsidiary in any manner material to Holdings, Borrower or any Restricted Subsidiary;

          (6) existing under, by reason of or with respect to any agreement for the sale or other Disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other Disposition;

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

          (8) existing under, by reason of or with respect to provisions with respect to the Disposition or distribution of assets or property, in each case contained in joint venture agreements, asset sale agreements, sale-lease back

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agreements, stock-sale and other similar agreements and which Board of Directors of Holdings determines in good faith shall not adversely affect Borrower’s ability to make payments of principal or interest payments on the Loans; and

          (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

          6.6 Fundamental Changes.

          (a) Neither Holdings, Borrower nor any Restricted Subsidiary shall, directly or indirectly, merge or consolidate with or into another Person or dissolve, liquidate or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person except (in each case, provided that the applicable Gaming Authority has granted all required approvals thereto):

          (i) any Restricted Subsidiary may merge or consolidate with Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that (x) the Borrower shall be the continuing or surviving Person and (y) such merger or consolidation does not result in the Borrower ceasing to be organized under the laws of the United States, any state thereof or the District of Columbia; and

          (ii) (w) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary that is not a Loan Party, (x) any Restricted Subsidiary that is a Loan Party may merge or consolidate with or into any other Restricted Subsidiary that is a Loan Party, (y) any merger the sole purpose of which is to reincorporate or reorganize Holdings, Borrower or any Restricted Subsidiary in another jurisdiction in the United States shall be permitted and (z) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders; provided, in the cases of clauses (x) through (z), that (A) no Event of Default shall result therefrom, (B) no Change of Control shall result therefrom and (C) the surviving Person (or, with respect to clause (z), the Person who receives the assets of such dissolving or liquidating Restricted Subsidiary) shall be a Restricted Subsidiary; and

          (iii) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or another Restricted Subsidiary.

          (b) Holdings and Borrower shall not, and shall not permit any Restricted Subsidiary to, sell, assign, transfer, convey or otherwise Dispose of (whether in one transaction or a series of transactions) all or substantially all of the Properties of Holdings, Borrower and the Restricted Subsidiaries taken as a whole, to another Person.

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          6.7 Transactions with Affiliates Holdings and Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into any transaction of any kind with any Affiliate of Borrower other than: (a) employment and severance arrangements between Holdings, the Borrower and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (b) Restricted Payments permitted pursuant to Section 6.2; (c) [Reserved]; (d) any payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided pursuant to the Registration Rights Agreement; (e) indemnities, preemptive rights and other rights in connection with a Qualified IPO (as defined in the Holdings Operating Agreement), in each case afforded to the members of Holdings pursuant to the Holdings Operating Agreement; (f) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers and employees of Holdings, Borrower and the Restricted Subsidiaries or any direct or indirect parent of Holdings in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries; (g) any agreement, instrument or arrangement as in effect as of the Closing Date and set forth on Schedule 6.7, or any amendment thereto (so long as any such amendment is not adverse to the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date); (h) transactions contemplated by the Plan of Reorganization; (i) transactions between or among Borrower and its Restricted Subsidiaries; and (j) transactions on terms substantially as favorable to Holdings, Borrower or such Restricted Subsidiary as would be obtainable by the Holdings, Borrower or such Restricted Subsidiary at the time in a comparable arms-length transaction with a Person other than an Affiliate.

          6.8 Sale and Leaseback Transactions. Borrower shall not, and shall not permit any of its Subsidiaries to, enter into any Sale and Leaseback Transaction, except to the extent that the Indebtedness thereunder is permitted under Section 6.3 and the Liens associated with such Sale and Leaseback Transaction are permitted under Section 6.4.

          6.9 Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries.

          (a) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any Equity Interests in any Restricted Subsidiary to any Person (other than Borrower or a Wholly Owned Restricted Subsidiary of Borrower), unless:

          (i) such transfer, conveyance, sale, lease or other Disposition is of all the Equity Interests in such Restricted Subsidiary owned by Borrower and its Restricted Subsidiaries; and

          (ii) the cash Net Proceeds from such transfer, conveyance, sale, lease or other Disposition are applied in accordance with Section 3.2(c).

          (b) Borrower shall not permit any Restricted Subsidiary to issue any of its Equity Interests (other than, if necessary, shares of its Capital Stock constituting directors’ qualifying shares) to any Person other than to Borrower or a Wholly Owned Restricted Subsidiary of Borrower.

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          6.10 Permitted Businesses. Holdings and Borrower shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as would not be material to Holdings, Borrower and the Restricted Subsidiaries taken as a whole.

          6.11 Management Fees. Holdings and Borrower shall not, and shall not permit any Restricted Subsidiary to, pay any management or other similar fees, other than Management Fees to the extent same are due and payable pursuant to the terms of the Management Agreement (including Management Fees the payment of which was deferred from prior periods).

          6.12 Amendments to Constituent Documents and Management Agreement.

          (a) Holdings and Borrower shall not, and shall not permit any Restricted Subsidiary to, amend, replace, restate or otherwise modify the Operating Agreement, the Articles of Organization of Borrower, the Holdings Operating Agreement, the Articles of Organization of Holdings or any similar organizational document of any Restricted Subsidiary in a manner materially adverse to the interests of the Lenders.

          (b) Holdings and Borrower shall not, and shall not permit any Restricted Subsidiary to, amend, replace, restate or otherwise modify the Management Agreement as in effect on the Closing Date (and any other Management Agreement in effect thereafter) in a manner materially adverse to the interests of the Lenders.

          6.13 [Reserved].

          6.14 [Reserved].

          6.15 [Reserved].

          6.16 Investments. Holdings and Borrower shall not, and shall not permit any Restricted Subsidiary to, make any Investment, other than the following:

          (a) Investments in the equity securities of joint ventures or partnerships entered into with Persons who are not Affiliates of Borrower for the purpose of developing restaurants, nightclubs, retail stores or other similar businesses located at the Aliante Casino and Hotel and to finance Capital Expenditures by such joint ventures or partnerships associated with such businesses at the Aliante Casino and Hotel in an aggregate amount at any time outstanding not to exceed $20,000,000;

          (b) Permitted Investments; and

          (c) other Investments that do not exceed at any time outstanding the greater of (x) $25,000,000 plus five (5%) percent of Consolidated Total Assets, determined as of the date of such Investment and (y) so long as no Default or Event of Default shall have occurred and be continuing or would result from the making of such Investment, the Available Amount at such time, and satisfaction of such test shall be

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evidenced by a certificate from a Senior Officer demonstrating such satisfaction calculated in reasonable detail.

          6.17 ERISA. Borrower shall not at any time:

          (a) permit any Employee Benefit Plan to (i) fail to comply in all material respects with ERISA or any other applicable Laws, (ii) in the case of a Pension Plan, fail to satisfy the minimum funding standard (as defined in Section 302 of ERISA or Section 412 of the Code), or (iii) in the case of a Pension Plan, be terminated, if such termination could reasonably be expected to result in a liability to Holdings and its Subsidiaries which is in excess of $1,000,000; or

          (b) withdraw, completely or partially, from any Multiemployer Plan if to do so would result in a liability to Holdings and its Subsidiaries which is in excess of $1,000,000.

          6.18 [Reserved].

          6.19 Designation of Subsidiaries. The Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Leverage Ratio for the Test Period immediately preceding such designation for which financial statements have been delivered pursuant to Section 7.1(a) or (b) is less than or equal to 5.0:1.0 (calculated on a Pro Forma Basis) (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value as determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value as determined by the Borrower in good faith at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

          Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

          6.20 Holdings. Holdings shall not conduct, transact or otherwise engage in any business or operations other than the following: (a) its ownership of the Equity Interests of Borrower; (b) the maintenance of its legal existence as a public company (including the ability to incur fees, costs and expenses relating to such maintenance); (c) the performance of its

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obligations with respect to the Loan Documents; (d) any public offering of its common stock or any other issuance of its Equity Interests or any transaction permitted under Section 6.6; (e) making contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries in each case solely to the extent permitted hereunder; (f) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower; (g) holding any cash or property in connection with Restricted Payments made by the Borrower hereunder; (h) providing indemnification to officers and directors and (i) activities incidental to the businesses or activities described in clauses (a) to (h) of this Section 6.20.

ARTICLE 7
INFORMATION AND REPORTING REQUIREMENTS

          7.1 Financial and Business Information. So long as any Obligation (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) Secured Hedging Obligations and Obligations under Secured Bank Products Agreements) remains unpaid, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Lenders) otherwise consents, deliver to the Administrative Agent for distribution by it to the Lenders the following:

          (a) As soon as practicable, and in any event within 60 days after the end of each Fiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), (i) the consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations and its statement of cash flows for such Fiscal Quarter and for the portion of the Fiscal Year ended with such Fiscal Quarter, (ii) if applicable and if requested by the Administrative Agent, the consolidating balance sheets and statements of operations, in each case as at and for the portion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable detail, and (iii) a report of the occupancy rate and average daily room rates at the Aliante Casino and Hotel during such Fiscal Quarter. Such financial statements shall be certified by a Senior Officer as fairly presenting the financial condition, results of operations and cash flows of Holdings and its Subsidiaries in accordance with GAAP (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year end accruals, audit adjustments and adjustments for fresh start accounting;

          (b) As soon as practicable, and in any event within 90 days after the end of each Fiscal Year, (i) the consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, members’ equity and cash flows, in each case of Holdings and its Subsidiaries for such Fiscal Year and (ii) if applicable and if requested by the Administrative Agent, consolidating balance sheets and statements of operations, in each case as at the end of and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with GAAP, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report of independent public accountants of recognized standing selected by Borrower and reasonably satisfactory to the Requisite Lenders (it being understood that Ernst & Young, LLP is reasonably satisfactory to the Requisite Lenders), which report shall be prepared in accordance with

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generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit;

          (c) As soon as practicable, and in any event no later than 30 days prior to the commencement of each Fiscal Year (and within 90 days after the Closing Date with respect to the current Fiscal Year), the Projections;

          (d) As soon as practicable following the Closing Date, and in no event later than 180 days thereafter, a consolidated balance sheet of Holdings and its Subsidiaries as at the Closing Date and after giving effect to the Plan of Reorganization and the transactions contemplated thereunder (including, without limitation, to reflect fresh start accounting);

          (e) Promptly after request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the Board of Directors (or the audit committee of the Board of Directors) of Holdings by independent accountants in connection with the accounts or books of Borrower or any of its Restricted Subsidiaries, or any audit of any of them;

          (f) Promptly after the same are publicly available, copies of all annual, regular, periodic and special reports, proxy statements and registration statements which Holdings or the Borrower or any Restricted Subsidiary files with the SEC or with any Governmental Agency that may be substituted therefor or with any national securities exchange, as the case may be (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on Form S-8), and in any case not otherwise required to be delivered to the Administrative Agent pursuant to any other clause of this Section 7.1;

          (g) Promptly after request by the Administrative Agent or any Lender, a copy of each Nevada “Regulation 6.090 Report” filed by Borrower or any Subsidiary of the Borrower and copies of any written communication to Borrower or any Subsidiary of the Borrower from any Gaming Authority advising it of a violation of or non compliance with any Gaming Law by Borrower or any of its Restricted Subsidiaries;

          (h) Promptly after request by the Administrative Agent or any Lender, copies of any other material report or other material document that was filed by Borrower or any Subsidiary of the Borrower with any Governmental Agency;

          (i) Promptly upon a Senior Officer becoming aware, and in any event within ten Business Days after becoming aware, of the occurrence of any Pension Plan Event or Multiemployer Plan Event, telephonic notice specifying the nature thereof, and, no more than five Business Days after such telephonic notice, (i) written notice again specifying the nature thereof and specifying what action Borrower is taking or proposes to take with respect thereto, (ii) when known, written notice of any action taken by the Internal Revenue Service, the Department of Labor, the Pension Benefit Guaranty Corporation, any Multiemployer Plan sponsor, or any other Government Agency with

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respect thereto and (iii) upon request by the Administrative Agent, copies of (A) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower or any of its ERISA Affiliates with the Internal Revenue Service or Department of Labor with respect to each Pension Plan, (B) the most recent actuarial valuation report for each Pension Plan and (C) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor or any Governmental Agency concerning an ERISA Event;

          (j) As soon as practicable, and in any event within two Business Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, no more than three Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower is taking or proposes to take with respect thereto;

          (k) Promptly upon a Senior Officer becoming aware that (i) any Person has commenced a legal proceeding with respect to a claim against Borrower or any Restricted Subsidiary that is $2,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor under a credit agreement involving Indebtedness of $2,000,000 or more or any lessor under a lease involving aggregate rent of $2,000,000 or more has asserted a default thereunder on the part of Borrower or any Restricted Subsidiary, (iii) any labor union has notified Borrower of its intent to strike on a date certain and such strike would involve more than 100 employees of Borrower or any Restricted Subsidiary or (iv) any Gaming Authority has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any Restricted Subsidiary, a written notice describing the pertinent facts relating thereto and what action Borrower is taking or proposes to take with respect thereto; and

          (l) such other data and information as from time to time may be reasonably requested by the Administrative Agent, any Lender (through the Administrative Agent) or the Requisite Lenders.

          Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Borrower or its securities) (each, a “Public Lender”). Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the

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Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

          7.2 Compliance Certificates. At the time of the delivery of the financial statements provided for in Sections 7.1(a) and (b), the Borrower shall deliver to the Administrative Agent a Compliance Certificate to the effect that no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and period of existence thereof, which certificate shall set forth a specification of any change in the identity of the Restricted Subsidiaries and Unrestricted Subsidiaries as at the end of such fiscal year or period, as the case may be, from the Restricted Subsidiaries and Unrestricted Subsidiaries, respectively, provided to the Lenders on the Closing Date or the most recent fiscal year or period, as the case may be. At the time of the delivery of the financial statements provided for in Section 7.1(a), the Borrower shall deliver to the Administrative Agent a certificate of a Senior Officer setting forth the information required pursuant to Section 1(a) of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the most recent certificate delivered pursuant to this Section 7.2, as the case may be.

ARTICLE 8
CONDITIONS

          8.1 Conditions to Closing. The effectiveness of this Agreement is subject to the satisfaction of each of the following conditions precedent (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise):

          (a) The Administrative Agent (or, in the case of clause (2) below, each applicable Lender) shall have received all of the following, each properly executed by a Senior Officer (in the case of the Borrower or Holdings) or an authorized official (in the case of any other Person) of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):

          (1) this Agreement;

          (2) Notes executed by Borrower in favor of each Lender which has requested a Note;

          (3) the Security Agreement executed by Borrower;

          (4) the Trademark Collateral Assignment executed by Borrower;

          (5) the Deed of Trust executed by Borrower;

          (6) [Reserved];

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          (7) such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of each of the Borrower and Holdings, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each official of it authorized to act on its behalf, including (if applicable) certified copies of the Operating Agreement, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, and the like;

          (8) [reserved];

          (9) the commitment of the Title Company to issue an ALTA policy of lender’s title insurance, insuring the Lien of the Deed of Trust in the amount of $45,000,000, subject only to such exceptions as are reasonably acceptable to the Administrative Agent, together with reinsurance pursuant to ALTA facilitative reinsurance agreements which is acceptable to the Administrative Agent;

          (10) a certificate of insurance issued by Borrower’s insurance carrier or agent with respect to the insurance required to be maintained pursuant to the Loan Documents, together with lender’s loss payable endorsements thereof on Form 438BFU or other form acceptable to the Administrative Agent;

          (11) the Fee Letter;

          (12) an Officer’s Certificate certifying that the conditions specified in Sections 8.1(c), 8.1(d) and 8.1(f) have been satisfied;

          (13) the Management Agreement;

          (14) [reserved];

          (15) evidence satisfactory to the Administrative Agent of the compliance by Holdings and Borrower of their obligations under the Holdings Pledge Agreement, the Security Agreement and the other Collateral Documents (including their obligations to execute, as applicable, and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein);

          (16) a Certificate of a Senior Officer attaching the balance sheet referred to in Section 4.5 and the Pro Forma Financial Statements;

          (17) a Perfection Certificate of the Borrower in the form attached hereto as Exhibit L;

          (18) [reserved]; and

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          (19) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.

          (b) All fees payable on the Closing Date pursuant to Article 3 shall have been paid.

          (c) The representations and warranties of Borrower and Holdings contained in Article 4 and each other Loan Document shall be true and correct in all material respects.

          (d) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and no Default or Event of Default shall have occurred and be continuing.

          (e) The Borrower shall have used commercially reasonable efforts to deliver to the Administrative Agent a Subordination, Non-Disturbance and Attornment Agreement executed by each of Regal Cinemas, Inc. and Briad Restaurant Group, LLC, d/b/a TGI Friday’s with respect to its lease of space at the Aliante Casino and Hotel.

          (f) The Borrower shall have obtained all Permits and all Gaming Licenses required for the operation of the Aliante Casino and Hotel and any approvals or consents of the Gaming Authorities required under the Gaming Laws for the Liens granted pursuant to the Collateral Documents.

          (g) The Effective Date shall have occurred and all conditions to the effectiveness of the Plan of Reorganization shall have been satisfied or waived; provided that if such waiver could reasonably be expected to be adverse in any material respect to the interests of the Lenders, the Administrative Agent shall have provided its prior written consent to such waiver.

ARTICLE 9
DEFAULT AND REMEDIES UPON EVENT OF DEFAULT

          9.1 Events of Default. The existence or occurrence of any one or more of the following events, whatever the reason therefor and under any circumstances whatsoever, shall constitute an “Event of Default”:

          (a) Borrower fails to pay any principal amount of any of the Loans, or any portion thereof, on the date when due; or

          (b) Borrower fails to pay any interest on any of the Loans, or any agency fee or any other fee payable under Article 3, or any portion thereof, within three Business Days after the date when due; or fails to pay any other fee or amount payable to the Lenders under any Loan Document, or any portion thereof, within three Business Days after demand therefor; or

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          (c) Holdings or Borrower fails to comply with any of the covenants contained in Section 5.2, Section 5.13, Article 6 or Section 7.1(j) of this Agreement on the date when such compliance is required; or

          (d) [Reserved]

          (e) Holdings, Borrower, any of its Restricted Subsidiaries or any other Party fails to perform or observe any other covenant or agreement (not specified in clauses (a), (b), (c) or (d) above) contained in any Loan Document on its part to be performed or observed within 30 days after receipt by Borrower of written notice thereof from the Administrative Agent; or

          (f) Any representation or warranty of Holdings, Borrower or any of its Restricted Subsidiaries made in any Loan Document, or in any certificate or other writing delivered by Holdings, Borrower or such Subsidiary pursuant to any Loan Document, proves to have been incorrect when made or reaffirmed in any material respect; or

          (g) Holdings, Borrower or any its Restricted Subsidiaries (A) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than $10,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Hedging Agreements, termination events or equivalent events pursuant to the terms of such Hedging Agreements and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (g)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any acceleration of the Loans pursuant to Section 9.2; or

          (h) [reserved]; or

          (i) [reserved]; or

          (j) any Loan Document (other than a Secured Hedge Obligation), at any time after its execution and delivery and for any reason, other than the agreement or action (or omission to act) of the Administrative Agent or the Lenders or satisfaction in full of all the payment Obligations, or the termination thereof pursuant to its express

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terms, ceases to be in full force and effect or is declared by a court of competent jurisdiction to be null and void, invalid or unenforceable in any respect which is materially adverse to the interests of the Lenders; or any Collateral Document ceases (other than by action or inaction of the Administrative Agent or any Lender) to create a valid and effective Lien in any material Collateral covered thereby; or any Party thereto denies in writing that it has any or further liability or obligation under any Loan Document (other than a Secured Hedge Obligation), or purports to revoke, terminate or rescind same; or

          (k) a final judgment against Holdings, Borrower or any of its Subsidiaries is entered for the payment of money in excess of $5,000,000 (not covered by insurance or for which an insurer has reserved its rights) and, absent procurement of a stay of execution, such judgment remains unsatisfied for thirty calendar days after the date of entry of judgment, or in any event later than five days prior to the date of any proposed sale thereunder; or any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the Property of any such Person and is not released, vacated or fully bonded within thirty calendar days after its issue or levy; or

          (l) other than the Bankruptcy Case, Holdings, Borrower or any of its Subsidiaries institutes or consents to the institution of any proceeding under a Debtor Relief Law relating to it or to all or any material part of its Property, or is unable or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its Property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of that Person and the appointment continues undischarged or unstayed for sixty calendar days; or any proceeding under a Debtor Relief Law relating to any such Person or to all or any part of its Property is instituted without the consent of that Person and continues undismissed or unstayed for sixty calendar days; or

          (m) the occurrence of any Pension Plan Event or Multiemployer Plan Event that, individually or in the aggregate with any other Pension Plan Event or Multiemployer Plan Event, could reasonably be expected to have a Material Adverse Effect; or

          (n) the occurrence of an Event of Default (as such term is or may hereafter be specifically defined in any other Loan Document) under any other Loan Document; or

          (o) a final judgment is entered by a court of competent jurisdiction that any Subordinated Obligation is not subordinated in accordance with its terms to the Obligations; or

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          (p) the present value of all accrued benefits under each Pension Plan (based on the assumptions used to fund such Pension Plans) exceeds the value of the assets of the Pension Plans allocable to such accrued benefits by 5,000,000; or

          (q) the occurrence of a License Revocation that continues for three consecutive calendar days; or

          (r) the occurrence of any Change in Control.

          9.2 Remedies Upon Event of Default. Without limiting any other rights or remedies of the Administrative Agent or the Lenders provided for elsewhere in this Agreement, or the other Loan Documents, or by applicable Law, or in equity, or otherwise, subject to applicable Gaming Laws:

          (a) Upon the occurrence, and during the continuance, of any Event of Default other than an Event of Default described in Section 9.1(l) as to Borrower:

          (1) all obligations of the Administrative Agent or the Lenders and all rights of Borrower and any other Parties under the Loan Documents shall be suspended without notice to or demand upon Borrower, which are expressly waived by Borrower, except that all of the Lenders or the Requisite Lenders (as the case may be, in accordance with Section 11.2) may waive an Event of Default or, without waiving, determine, upon terms and conditions satisfactory to the Lenders or Requisite Lenders, as the case may be, to reinstate such obligations and rights, which waiver or determination shall apply equally to, and shall be binding upon, all the Lenders; and

          (2) the Requisite Lenders may request the Administrative Agent to, and the Administrative Agent thereupon shall declare all or any part of the unpaid principal of all Loans, all interest accrued and unpaid thereon and all other amounts payable under the Loan Documents to be forthwith due and payable, whereupon the same shall become and be forthwith due and payable, without protest, presentment, notice of dishonor, demand or further notice of any kind, all of which are expressly waived by Borrower.

          (b) Upon the occurrence of any Event of Default described in Section 9.1(l) as to Borrower:

          (1) all other obligations of the Administrative Agent or the Lenders and all rights of Borrower and any other Parties under the Loan Documents shall terminate without notice to or demand upon Borrower, which are expressly waived by Borrower, except that all of the Lenders may waive the Event of Default or, without waiving, determine, upon terms and conditions satisfactory to all the Lenders, to reinstate such obligations and rights, which determination shall apply equally to, and shall be binding upon, all the Lenders; and

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          (2) the unpaid principal amount of all Loans, all interest accrued and unpaid thereon and all other amounts payable under the Loan Documents shall be forthwith due and payable, without protest, presentment, notice of dishonor, demand or further notice of any kind, all of which are expressly waived by Borrower.

          (c) Upon the occurrence of any Event of Default, the Lenders and the Administrative Agent, or any of them, without notice to (except as expressly provided for in any Loan Document) or demand upon Borrower, which are expressly waived by Borrower (except as to notices expressly provided for in any Loan Document), may proceed (but only with the consent of the Requisite Lenders) to protect, exercise and enforce their rights and remedies under the Loan Documents against Borrower and any other Party and such other rights and remedies as are provided by Law or equity.

          (d) The order and manner in which the Lenders’ rights and remedies are to be exercised shall be determined by the Requisite Lenders in their sole discretion, and all payments received by the Administrative Agent and the other Secured Parties, or any of them, shall be applied first to the costs and expenses (including reasonable attorneys’ fees and disbursements and the reasonably allocated costs of attorneys employed by the Administrative Agent or by any Lender) of the Administrative Agent and of the Lenders, and thereafter paid pro rata to the Secured Parties in the same proportions that the aggregate payment Obligations owed to each Secured Party under the Loan Documents bear to the aggregate payment Obligations owed under the Loan Documents to all the Secured Parties, without priority or preference among the Secured Parties. Regardless of how each Secured Party may treat payments for the purpose of its own accounting, for the purpose of computing Borrower’s payment Obligations hereunder and under the Loans, payments of the proceeds from the exercise of the Secured Parties’ rights and remedies shall be applied first, to the costs and expenses of the Administrative Agent and the Lenders, as set forth above, second, to the payment of accrued and unpaid interest due under any Loan Documents to and including the date of such application (ratably, and without duplication, according to the accrued and unpaid interest due the Secured Parties under each of the Loan Documents), and third, to the payment of all other amounts (including any Secured Hedging Obligations and principal, fees and obligations under any Secured Bank Products Agreements) then owing to the Administrative Agent or the other Secured Parties under the Loan Documents. No application of payments of the proceeds from the exercise of the Secured Parties’ rights and remedies will cure any Event of Default, or prevent acceleration, or continued acceleration, of amounts payable under the Loan Documents, or prevent the exercise, or continued exercise, of rights or remedies of the Secured Parties hereunder or thereunder or at Law or in equity for the collection or recovery of all unpaid payment Obligations.

ARTICLE 10
ADMINISTRATIVE AGENT

          10.1 Appointment and Authorization of Administrative Agent.

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          (a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or Participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

          10.2 Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

          10.3 Liability of Administrative Agent. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Party or any Affiliate thereof.

          10.4 Reliance by Administrative Agent.

          (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation

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believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Requisite Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Requisite Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

          (b) For purposes of determining compliance with the conditions specified in Section 8.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

           10.5 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default.” The Administrative Agent will promptly notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default as may be directed by the Requisite Lenders in accordance with Article 9; provided, however, that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable or in the best interest of the Lenders.

          10.6 Credit Decision; Disclosure of Information by Administrative Agent. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to

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enter into this Agreement and to extend credit to Borrower and the other Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and the other Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

          10.7 Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Party and without limiting the obligation of any Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Requisite Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive termination of the Commitments, the payment of all Obligations and the resignation of the Administrative Agent.

          10.8 Administrative Agent in its Individual Capacity. Wilmington Trust and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Parties and their respective Affiliates as though Wilmington Trust were not the Administrative Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Wilmington Trust or its Affiliates may receive information regarding any Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, if any, Wilmington Trust shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and

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powers as though it were not the Administrative Agent, and if Wilmington Trust holds any Loans, the terms “Lender” and “Lenders” include Wilmington Trust in its individual capacity.

          10.9 Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Requisite Lenders shall appoint a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by Borrower at all times other than during the existence of an Event of Default (which consent of Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and Borrower, a successor administrative agent. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor administrative agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such retiring Administrative Agent or any other Lender. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article 10 and Sections 11.3 and 11.11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor agent as provided for above.

           10.10 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

           (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Article 3 and Section 11.3) allowed in such judicial proceeding; and

          (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

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and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Article 3 and Section 11.3. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

          10.11 Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Bank Products Bank and a potential Hedge Bank) irrevocably authorizes the Administrative Agent, and the Administrative Agent agrees that it will:

          (a) release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon payment in full of all Obligations (other than (x) Secured Hedging Obligations as to which arrangements satisfactory to the applicable Hedge Bank shall have been made, (y) obligations under Secured Bank Products Agreements as to which arrangements satisfactory to the applicable Bank Products Bank shall have been made and (z) contingent indemnification obligations not yet accrued and payable), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any Subsidiary Guarantor, (iii) subject to Section 11.2, if the release of such Lien is approved, authorized or ratified in writing by the Requisite Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee pursuant to clause (c) below;

          (b)release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.3(c); and

          (c) release any Guarantor from its Guarantee of the Obligations if (i) in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder or (ii) in the case of Holdings, as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.11. In each case as specified in this Section 10.11, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may

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reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.11.

          10.12 Proportionate Interest in any Collateral. The Administrative Agent, on behalf of all the Secured Parties, shall hold in accordance with the Loan Documents all items of any collateral or interests therein received or held by the Administrative Agent. Subject to the Administrative Agent’s and the Lenders’ rights to reimbursement for their costs and expenses hereunder (including reasonable attorneys’ fees and disbursements and other professional services and the reasonably allocated costs of attorneys employed by the Administrative Agent or a Lender) and subject to the application of payments in accordance with Section 9.2(d), each Secured Party shall have an interest in the Collateral or interests therein in the same proportions that the aggregate Obligations owed such Person under the Loan Documents bear to the aggregate Obligations owed under the Loan Documents to all such Persons, without priority or preference among them.

          10.13 Foreclosure on Collateral. In the event of foreclosure or enforcement of the Lien created by any of the Collateral Documents, title to the Collateral covered thereby shall be taken and held by the Administrative Agent (or an Affiliate or designee thereof) pro rata for the benefit of the Secured Parties in accordance with the Obligations outstanding.

          10.14 Subordination, Non Disturbance and Attornment Agreements. The Administrative Agent is hereby authorized (but shall not be obligated to) to execute and deliver Subordination, Non Disturbance and Attornment Agreements substantially in the form of the Subordination, Non Disturbance and Attornment Agreements to be entered into with Regal Cinemas, Inc. and Briad Restaurant Group, LLC, d/b/a TGI Friday’s, with Borrower, any relevant Subsidiaries thereof and their commercial tenants without prior notice to or consent by the Lenders, and may, following not less than two Business Days notice to each Lender with a copy of the proposed agreement (unless the Requisite Lenders object thereto during such period), enter into Subordination, Non Disturbance and Attornment Agreements and other related agreements which are in a form acceptable to the Administrative Agent.

          10.15 No Obligations of Borrower. Nothing contained in this Article 10 shall be deemed to impose upon Borrower any obligation in respect of the due and punctual performance by the Administrative Agent of its obligations to the Lenders under any provision of this Agreement, and Borrower shall have no liability to the Administrative Agent or any of the Lenders in respect of any failure by the Administrative Agent or any Lender to perform any of its obligations to the Administrative Agent or the Lenders under this Agreement. Without limiting the generality of the foregoing, where any provision of this Agreement relating to the payment of any amounts due and owing under the Loan Documents provides that such payments shall be made by Borrower to the Administrative Agent for the account of the Lenders, Borrower’s obligations to the Lenders in respect of such payments shall be deemed to be satisfied upon the making of such payments to the Administrative Agent in the manner provided by this Agreement.

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          10.16 Secured Bank Products Agreements and Secured Hedging Agreements. Except as otherwise expressly set forth herein or in any Guaranty or any Collateral Document, no Bank Products Bank or Hedge Bank that obtains the benefits of Section 9.2(d), any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article 10 to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Hedging Obligations or Obligations arising under Secured Bank Products Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Bank Products Bank or Hedge Bank, as the case may be.

ARTICLE 11
MISCELLANEOUS

          11.1 Cumulative Remedies; No Waiver. The rights, powers, privileges and remedies of the Administrative Agent and the Lenders provided herein or in any Note or other Loan Document are cumulative and not exclusive of any right, power, privilege or remedy provided by Law or equity. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power, privilege or remedy may be, or may be deemed to be, a waiver thereof; nor may any single or partial exercise of any right, power, privilege or remedy preclude any other or further exercise of the same or any other right, power, privilege or remedy. The terms and conditions of Article 8 hereof are inserted for the sole benefit of the Administrative Agent and the Lenders; the same may be waived as provided in Section 11.2 in whole or in part, with or without terms or conditions, in respect of any Loan without prejudicing the Administrative Agent’s or the Lenders’ rights to assert them in whole or in part in respect of any other Loan.

          11.2 Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower or any of its Subsidiaries is a Party, signed by each such Party, and, in the case of any amendment, modification or supplement to Article 10 or to any other provision that impacts the rights and obligations of the Administrative Agent hereunder or under any other Loan Document, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders affected thereby, no amendment, modification, supplement, termination, waiver or consent may be effective:

          (a) To (i) change the principal of, or the amount of principal of, or the amount of principal prepayments of, any Loan without the consent of the holder thereof

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(other than by operation of a waiver or amendment with respect to any mandatory prepayment under Section 3.2(c), (d) or (e)), (ii) decrease the rate of interest payable on any Loan without the consent of the holder thereof, (iii) increase the amount or percentage of the Pro Rata Share of any Commitment of any Lender without the consent of that Lender, (iv) decrease the amount of any other fee or amount payable to any Lender under the Loan Documents without the consent of that Lender, (v) increase the aggregate amount of the Commitments of the Lenders without the consent of all Lenders, (vi) increase the interest rate payable on any Loan without the consent of all Lenders, unless a corresponding increase is provided for each other Loan, or (vii) waive an Event of Default consisting of the failure of Borrower to pay when due any principal, interest or any commitment fee hereunder;

          (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Loan, or to extend the term of any of the Commitments;

          (c) To release the Holdings Pledge Agreement, any Subsidiary Guaranty or any material portion of the Collateral, except as expressly provided for in any Loan Document; provided that the Administrative Agent is authorized to release the Lien created by the Collateral Documents on (i) assets secured by Indebtedness of the type described in Section 6.3(c), (ii) assets which are the subject of an Asset Sale permitted by Section 6.1, and (iii) assets the sale, transfer or other Disposition of which is not an Asset Sale, and shall do so upon request of Borrower subject to such reasonable and customary requirements as the Administrative Agent may specify;

          (d) To amend the provisions of the definition of “Quarterly Payment Date,” “Requisite Lenders,” “Maturity Date” or to amend any constituent definition in a manner which results in a substantive change to any of the definitions listed in this clause (d);

          (e) To amend or waive this Section 11.2, or Sections 11.9 or 11.10; or

          (f) To amend any provision of this Agreement specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the consent of all Lenders.

Notwithstanding the foregoing,

          (a) no Lender consent is required to effect any amendment or supplement to any First Lien Intercreditor Agreement or any Second Lien Intercreditor Agreement (i) that is for the purpose of adding the holders of Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt (or a Senior Representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such First Lien Intercreditor Agreement or such Second Lien Intercreditor Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good

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faith determination of the Administrative Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (ii) that is expressly contemplated by the comparable provisions, if any, of any First Lien Intercreditor Agreement or any Second Lien Intercreditor Agreement; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent.

          (b) this Agreement may be amended (or amended and restated) with the written consent of the Requisite Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Requisite Lenders.

In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the Replacement Loans (as defined below) to permit the refinancing of all outstanding Loans of any Class (“Refinanced Loans”) with replacement term loans (“Replacement Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Loans shall not exceed the aggregate principal amount of such Refinanced Loans, (b) the All-In Yield with respect to such Replacement Loans (or similar interest rate applicable to such Replacement Loans) shall not be higher than the All-In Yield for such Refinanced Loans (or similar interest rate applicable to such Refinanced Loans) immediately prior to such refinancing, (c) the Weighted Average Life to Maturity of such Replacement Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Loans at the time of such refinancing (except by virtue of amortization or prepayment of the Refinanced Loans prior to the time of such incurrence) and (d) all other terms applicable to such Replacement Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Loans than, those applicable to such Refinanced Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing.

Notwithstanding anything to the contrary contained in this Section 11.2, guarantees, collateral security documents and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.

Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the

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Administrative Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Pro Rata Share of the Commitments of such Lender may not be increased or extended without the consent of such Lender.

If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Requisite Lenders, the Borrower may replace such non-consenting Lender (each, a “Non-Consenting Lender”) in accordance with Section 11.25; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph).

          11.3 Attorney Costs, Expenses and Taxes.

          (a) Borrower agrees (i) to pay or reimburse the Administrative Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all reasonable Attorney Costs, and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lenders. All amounts due under this Section 11.3 shall be payable within five Business Days after demand therefor. The agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligations.

          (b) Borrower shall pay any and all Other Taxes to the relevant Governmental Agency in accordance with applicable Law and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such Other Taxes. Any amount payable to the Administrative Agent or any Lender under this Section 11.3(b) shall bear interest from the second Business Day following the date of demand for payment at the Default Rate.

          11.4 Nature of Lenders’ Obligations. The obligations of the Lenders hereunder to make Loans are several and not joint. The failure of any Lender to make any Loan on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on

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such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan. Nothing contained in this Agreement or any other Loan Document and no action taken by the Administrative Agent or the Lenders or any of them pursuant hereto or thereto may, or may be deemed to, make the Lenders a partnership, an association, a joint venture or other entity, either among themselves or with Borrower or any Affiliate of Borrower. A default by any Lender will not increase the Pro Rata Share of the Commitments attributable to any other Lender. Any Lender not in default may, if it desires, assume in such proportion as the nondefaulting Lenders agree the obligations of any Lender in default, but is not obligated to do so. The Administrative Agent agrees that it will use its best efforts either to induce the other Lenders to assume the obligations of a Lender in default or to obtain another Lender, reasonably satisfactory to Borrower, to replace such a Lender in default.

          11.5 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of the making of any Loan, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

          11.6 Notices.

          (a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile or other electronic transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or (subject to subsection (c) below) electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

          (1) if to Holdings, Borrower or the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number specified for such Person on the signature pages of this Agreement or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

          (2) if to any Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to Borrower and the Administrative Agent.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail,

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four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection (c) below), when delivered; provided, however, that notices and other communications to the Administrative Agent pursuant to Article 2 shall not be effective until actually received by such Person. In no event shall a voicemail message be effective as a notice, communication or confirmation hereunder.

          (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually-signed originals and shall be binding on all Parties, the Administrative Agent and the Lenders. The Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.

          (c) Electronic Communications. (i) The Borrower and each Lender agree that all notices and other communications from the Administrative Agent to any Lender under the Loan Documents may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender that has notified the Administrative Agent that it is incapable of receiving notices by electronic communication. The Administrative Agent may agree to accept notices and other communications to it under the Credit Agreement by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

          (ii) The Borrower and Lenders understand that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agree and assume the risks associated with such electronic distribution, except to the extent caused by the willful misconduct or gross negligence of the Administrative Agent, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

          (iii) The Lenders agree that electronic communications are provided “as is” and “as available”. Neither the Administrative Agent nor any other Agent-Related Person warrants the accuracy, adequacy, or completeness of the electronic communications or any Internet or intranet platform on which they may be provided, and each expressly disclaims liability for errors or omissions in any such platform and the electronic communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by the Administrative Agent in connection with any such platform or the electronic communications.

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          (iv) The Borrower and each Lender agree that the Administrative Agent may, but shall not be obligated to, store any electronic communications on Internet or intranet platforms in accordance with the Administrative Agent’s customary document retention procedures and policies.

          (d) Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices that, in the reasonable judgment of the Administrative Agent and the Lenders, are purportedly given by or on behalf of Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice that, in the reasonable judgment of such Agent-Related Person, is purportedly given by or on behalf of Borrower. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

          11.7 Execution of Loan Documents. Unless the Administrative Agent otherwise specifies with respect to any Loan Document, (a) this Agreement and any other Loan Document may be executed in any number of counterparts and any party hereto or thereto may execute any counterpart, each of which when executed and delivered will be deemed to be an original and all of which counterparts of this Agreement or any other Loan Document, as the case may be, when taken together will be deemed to be but one and the same instrument and (b) execution of any such counterpart may be evidenced by a telecopier or electronic mail transmission of the signature of such party. The execution of this Agreement or any other Loan Document by any party hereto or thereto will not become effective until counterparts hereof or thereof, as the case may be, have been executed by all the parties hereto or thereto.

          11.8 Successors and Assigns.

           (a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 11.8(b), (ii) by way of participation in accordance with the provisions of Section 11.8(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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          (b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

          (i) Minimum Amounts.

          (A) in the case of an assignment of the entire remaining amount of the Loans owing to the assigning Lender or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

          (B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

          (ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans assigned;

          (iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

          (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and

          (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for

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assignments in respect of any Loan unless such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund.

          (iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

          (v) No Assignment to Holdings or Borrower. No such assignment shall be made to (A) Holdings, the Borrower or any of their respective Subsidiaries except as permitted under Section 3.5 or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

          (vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.8, 11.3, 11.11 and 11.22 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that, except to the extent otherwise expressly agreed to by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.8(d).

          (c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all

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purposes of this Agreement. Any assignment of any Loan, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. At the request of any Lender, the Administrative Agent shall annotate the Register to reflect any collateral assignment of the Obligations owed to that Lender and, provided that the Administrative Agent has been given the name and address of such collateral assignee, the Administrative Agent (i) shall not reflect further transfers of such Obligations on the Register absent receipt of written consent to such transfers from such collateral assignee and (ii) shall record the transfer of such Obligations on the Register to such collateral assignee (or such collateral assignee’s designee, nominee or assignee) upon written request by such collateral assignee.

          (d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or Holdings, the Borrower or any of Holdings’ or the Borrower’s Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.7 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Sections 11.2 (a), (b), (c), (d), (e) or (f) that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.8, 3.13(d) and 11.3(b) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.8(b) ; provided that such Participant agrees to be subject to the provisions of Section 11.25 as if it were an assignee under clause (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.9 as though it were a Lender, provided such Participant agrees to be subject to Section 11.10 as though it were a Lender.

          (e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 3.8, 3.13(d) and 11.3(b) than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Sections 3.13(d) or 11.3(b) unless the Borrower is notified of the participation sold to such Participant and such

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Participant agrees, for the benefit of the Borrower, to comply with Section 11.21 as though it were a Lender.

          (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

          (g) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Notwithstanding anything in this Section 11.8 to the contrary, the rights of the Lenders to make assignments of, and grant participations in, the Loans shall be subject to the approval of any Gaming Authority, to the extent required by applicable Gaming Laws, and to compliance with applicable securities laws.

          11.9 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Requisite Lenders, to the fullest extent permitted by applicable law, to setoff and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

          11.10 Sharing of Payments by Lenders. If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any principal of or interest on account of the Loans made by it (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its Pro Rata Share (or other share contemplated

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hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment of principal of or interest on such Loans, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 11.24 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. For avoidance of doubt, the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted hereunder. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 11.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 11.10 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 11.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

          11.11 Indemnification by Borrower. Whether or not the transactions contemplated hereby are consummated, Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or the use or proposed use of the proceeds therefrom or (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such

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liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 11.11 shall be payable within 10 Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.

          11.12 Nonliability of the Lenders. Borrower acknowledges and agrees that:

          (a) Any inspections of any Property of Borrower made by or through the Administrative Agent or the Lenders are for purposes of administration of the Loan only and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower);

          (b) By accepting or approving anything required to be observed, performed, fulfilled or given to the Administrative Agent or the Lenders pursuant to the Loan Documents, neither the Administrative Agent nor the Lenders shall be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by the Administrative Agent or the Lenders;

          (c) The relationship between Borrower and the Administrative Agent and the Lenders is, and shall at all times remain, solely that of borrowers and lenders; neither the Administrative Agent nor the Lenders shall under any circumstance be construed to be partners or joint venturers of Borrower or its Affiliates; neither the Administrative Agent nor the Lenders shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither the Administrative Agent nor the Lenders undertake or assume any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their Property or the operations of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by the Administrative Agent or the Lenders in connection with such matters is solely for the protection of the Administrative Agent and the Lenders and neither Borrower nor any other Person is entitled to rely thereon; and

          (d) The Administrative Agent and the Lenders shall not be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to

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injury or death to Persons or damage to Property caused by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds the Administrative Agent and the Lenders harmless on the terms set forth in Section 11.11 from any such loss, damage, liability or claim.

          11.13 No Third Parties Benefited. This Agreement is made for the purpose of defining and setting forth certain obligations, rights and duties of Borrower, the Administrative Agent and the Lenders in connection with the Loans, and is made for the sole benefit of Borrower, the Administrative Agent and the Lenders, and the Administrative Agent’s and the Lenders’ successors and assigns. Except as provided in Sections 11.8, 11.11, and 11.14, no other Person shall have any rights of any nature hereunder or by reason hereof.

          11.14 Confidentiality. Each of the Administrative Agent and the Lenders agrees to hold any confidential information that it may receive from Borrower and its Affiliates pursuant to this Agreement in confidence, except for disclosure: (a) to other Lenders or their Affiliates; (b) to legal counsel and accountants for Borrower, its Affiliates or any Lender or any Affiliate of a Lender; (c) to other professional advisors to Borrower, its Affiliates or any Lender or any Affiliate of a Lender, provided that the recipient has accepted such information subject to a confidentiality agreement with provisions substantially similar to this Section 11.14; (d) to regulatory officials having jurisdiction over that Lender; (e) to any Gaming Authority having regulatory jurisdiction over Borrower or its Subsidiaries, provided that each Lender agrees to notify the affected party of any such disclosure unless prohibited by applicable Laws; (f) as required by Law or legal process, provided that each Lender agrees to notify the affected party of any such disclosures unless prohibited by applicable Laws, or in connection with any legal proceeding to which that Lender and Borrower, or their respective Affiliates are adverse parties; (g) to another financial institution in connection with a disposition or proposed disposition to that financial institution of all or part of that Lender’s interests hereunder or a participation interest in its Loans or any Eligible Assignee that is invited to be an Additional Lender, provided that the recipient has accepted such information subject to a confidentiality agreement with provisions substantially similar to this Section 11.14; (h) to the National Association of Insurance Commissioners; (i) to a nationally recognized credit rating agency provided that each Lender agrees to notify the affected party of any such disclosures, and (j) to any direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 11.14). For purposes of the foregoing, “confidential information” shall mean any information respecting a Person reasonably considered by that person to be confidential, provided that, in the case of information received from a Party or any Subsidiary thereof after the date hereof, such information is clearly identified at the time of delivery as confidential and “confidential information” shall not include (i) information previously filed with any Governmental Agency and available to the public, (ii) information previously published in any public medium from a source other than, directly or indirectly, that Lender, (iii) information previously disclosed by that Person to any other Person not associated with the disclosing Person without a confidentiality agreement or obligation substantially similar to this Section 11.14, and (iv) information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by any Party or any Subsidiary thereof. Nothing in this Section shall be construed to create or give rise to any fiduciary duty on the part

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of the Administrative Agent or the Lenders to any Person. Notwithstanding anything herein to the contrary, “confidential information” shall not include, and the Administrative Agent and each Lender may disclose without limitation of any kind, any information with respect to the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Administrative Agent or such Lender relating to such tax treatment and tax structure; provided that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the Loans and transactions contemplated hereby. Nothing in this Section shall be construed to create or give rise to any fiduciary duty on the part of the Lenders to Borrower or any other Party.

          11.15 Further Assurances. Borrower and its Subsidiaries shall, at their expense and without expense to the Lenders or the Administrative Agent, do, execute and deliver such further acts and documents as the Requisite Lenders or the Administrative Agent from time to time reasonably require for the assuring and confirming unto the Lenders or the Administrative Agent of the rights hereby created or intended now or hereafter so to be, or for carrying out the intention or facilitating the performance of the terms of any Collateral Document.

          11.16 Integration. This Agreement, together with the other Loan Documents and the Fee Letter, comprises the complete and integrated agreement of the parties on the subject matter hereof and supersedes all prior agreements, written or oral, on the subject matter hereof. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control and govern; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

          11.17 Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York.

          11.18 Severability of Provisions. Any provision in any Loan Document that is held to be inoperative, unenforceable or invalid as to any party or in any jurisdiction shall, as to that party or jurisdiction, be inoperative, unenforceable or invalid without affecting the remaining provisions or the operation, enforceability or validity of that provision as to any other party or in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.

          11.19 Headings. Article and Section headings in this Agreement and the other Loan Documents are included for convenience of reference only and are not part of this Agreement or the other Loan Documents for any other purpose.

          11.20 Time of the Essence. Time is of the essence of the Loan Documents.

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          11.21 Foreign Lenders and Participants.

               (a) Tax Forms.

          (1) Each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) shall deliver to the Administrative Agent, on or before the date such Lender becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by Borrower pursuant to this Agreement) or such other evidence satisfactory to Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax, including any exemption pursuant to Section 871(h) or 881(c) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States Laws to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by Borrower pursuant to this Agreement, (B) promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (C) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Foreign Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Foreign Lender.

          (2) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Loan Documents (for example, in the case of a typical participation by such Lender), shall deliver to the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Administrative Agent (in the reasonable exercise of its discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account that is not subject to U.S. withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Lender chooses to transmit with such form,

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and any other certificate or statement of exemption required under the Code, to establish that such Lender is not acting for its own account with respect to a portion of any such sums payable to such Lender.

          (3) Borrower shall not be required to pay any additional amount to any Foreign Lender under Section 3.13(d) (A) with respect to any taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 11.21(a) or (B) if such Lender shall have failed to satisfy the foregoing provisions of this Section 11.21(a); provided that if such Lender shall have satisfied the requirement of this Section 11.21(a) on the date such Lender became a Lender or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 11.21(a) shall relieve Borrower of its obligation to pay any amounts pursuant to Section 3.13(d) in the event that, as a result of any change in any applicable Law or governmental order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate.

          (4) The Administrative Agent may, without reduction, withhold any Taxes required to be deducted and withheld from any payment under any of the Loan Documents with respect to which Borrower is not required to pay additional amounts under this Section 11.21(a).

          (b) FATCA. If a payment made to a Lender under any of the Loan Documents would be subject to U.S. withholding tax imposed by FATCA if such Lender fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent (i) a certification signed by the chief financial officer, principal accounting officer, treasurer or controller, and (ii) other documentation reasonably requested by the Borrower and Administrative Agent sufficient for the Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such applicable reporting requirements.

          (c) Form W-9. Upon the request of the Administrative Agent, each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Administrative Agent two duly signed completed copies of IRS Form W-9. If such Lender fails to deliver such forms, then the Administrative Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable back-up withholding tax imposed by the Code, without reduction.

          (d) Indemnity. If any Governmental Agency asserts that the Administrative Agent did not properly withhold or backup withhold, as the case may be,

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any tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify the Administrative Agent for the full amount of taxes, levies, duties, charges, fees, deductions, withholdings or similar charges imposed by such Governmental Agency, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section 11.2(d), and costs and expenses (including Attorney Costs) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitment, repayment of all other Obligations hereunder and the resignation of the Administrative Agent.

          11.22 Hazardous Material Indemnity. Borrower hereby agrees to indemnify, hold harmless and defend (by counsel reasonably satisfactory to the Administrative Agent) the Administrative Agent and each of the Lenders and their respective directors, officers, employees, agents, successors and assigns from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including but not limited to reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by the Administrative Agent or any Lender, and expenses to the extent that the defense of any such action has not been assumed by Borrower), arising directly or indirectly out of (i) the presence on, in, under or about any Real Property of any Hazardous Materials, or any releases or discharges of any Hazardous Materials on, under or from any Real Property and (ii) any activity carried on or undertaken on or off any Real Property by Borrower or any of its Subsidiaries or any of their respective predecessors in title, whether prior to or during the term of this Agreement, and whether by Borrower or any of its Subsidiaries or any predecessor in title or any employees, agents, contractors or subcontractors of Borrower or any of its Subsidiaries or any predecessor in title, or any third persons at any time occupying or present on any Real Property, in connection with the handling, treatment, removal, storage, decontamination, clean up, transport or disposal of any Hazardous Materials at any time located or present on, in, under or about any Real Property. The foregoing indemnity shall further apply to any residual contamination on, in, under or about any Real Property, or affecting any natural resources, and to any contamination of any Property or natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with applicable Laws, but the foregoing indemnity shall not apply to Hazardous Materials on any Real Property, the presence of which is caused by the Administrative Agent or the Lenders. Borrower hereby acknowledges and agrees that, notwithstanding any other provision of this Agreement or any of the other Loan Documents to the contrary, the obligations of Borrower under this Section (and under Sections 4.17 and 5.11) shall be unlimited corporate obligations of Borrower and shall not be secured by any Lien on any Real Property. Any obligation or liability of Borrower to any Indemnitee under this Section 11.22 shall survive the expiration or termination of this Agreement and the repayment of all Loans and the payment and performance of all other Obligations owed to the Lenders.

          11.23 Gaming Compliance. The Administrative Agent and each of the Lenders agree to cooperate with all Gaming Authorities in connection with the administration of their regulatory jurisdiction over Borrower and its Subsidiaries, including the provision of such

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documents or other information as may be requested by any such Gaming Authority relating to Borrower or any of its Subsidiaries or to the Loan Documents.

          This Agreement and all other Loan Documents are subject to the Gaming Laws and the Administrative Agent and each of the Lenders acknowledge and understand that (a) they are subject to being called forward by the Gaming Authorities, in their discretion, for licensing or a finding of suitability as a lender to a gaming licensee; (b) all rights, remedies and powers in or under this Agreement and the other Loan Documents with respect to Collateral and the ownership and operation of gaming facilities may be exercised only to the extent that the exercise thereof does not violate any applicable mandatory provisions of the Gaming Laws; and (c) all provisions of this Agreement and the other Loan Documents relative to Collateral and the ownership and operation of gaming facilities are intended to be subject to the Gaming Laws and to be limited solely to the extent necessary to not render the provisions of this Agreement and the other Loan Documents invalid or unenforceable, in whole or in part.

          Subject to the release of any Collateral as contemplated by any of the Loan Documents, the Administrative Agent shall, to the extent required by applicable Gaming Laws, retain possession of all Holdings Pledged Collateral delivered to it at a location within the State of Nevada designated to the Gaming Authorities.

          11.24 Payments Set Aside. To the extent that any payment by or on behalf of Borrower made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.

          11.25 Replacement of Lenders. If any Lender requests compensation under Section 3.8, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Agency for the account of any Lender pursuant to Section 3.13(d), if any Lender is a Defaulting Lender or Non-Consenting Lender, or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.8), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

120

          (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8;

          (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

          (c) in the case of any such assignment resulting from a claim for compensation under Section 3.8 or payments required to be made pursuant to Section 3.13(d), such assignment will result in a reduction in such compensation or payments thereafter;

          (d) in the case of any Non-Consenting Lender, the Borrower shall concurrently replace all Non-Consenting Lenders; and

          (e) such assignment does not conflict with applicable Laws.

          A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

          11.26 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW.

          11.27 [Reserved].

          11.28 PURPORTED ORAL AMENDMENTS. BORROWER EXPRESSLY ACKNOWLEDGES THAT THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY MAY ONLY BE AMENDED OR MODIFIED, OR THE PROVISIONS HEREOF OR THEREOF WAIVED OR SUPPLEMENTED, BY AN INSTRUMENT IN WRITING THAT COMPLIES WITH SECTION 11.2. BORROWER AGREES THAT IT WILL NOT RELY ON ANY COURSE OF DEALING, COURSE OF

121

PERFORMANCE, OR ORAL OR WRITTEN STATEMENTS BY ANY REPRESENTATIVE OF THE ADMINISTRATIVE AGENT OR ANY LENDER THAT DOES NOT COMPLY WITH SECTION 11.2 TO EFFECT AN AMENDMENT, MODIFICATION, WAIVER OR SUPPLEMENT TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.

          11.29 USA PATRIOT ACT. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify Borrower in accordance with the Act.

[THIS SPACE INTENTIONALLY LEFT BLANK SIGNATURE PAGES TO FOLLOW]

122

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

ALIANTE GAMING, LLC, a Nevada limited liability company
By:	ALST Casino Holdco, LLC, its Managing Member
By:
	Name:
	Title:

Address for Borrower:
Aliante Gaming, LLC
1505 South Pavilion Center Drive
Las Vegas, Nevada 89135
Attn: General Counsel
Telephone: (702) 495-4256
Facsimile: (702) 495-4252

With a copy (which shall not constitute notice) to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Attn: Alan W. Kornberg, Jeffrey D. Saferstein and
Gregory A. Ezring
Telephone: (212) 373-3000
Facsimile: (212) 757-3990

and

Lionel Sawyer & Collins
1100 Bank of America Plaza
50 West Liberty Street
Reno, Nevada 89501
Attn: Dan R. Reaser
Telephone: (775) 788-8619
Facsimile: (775) 788-8682

(ALIANTE CREDIT
AGREEMENT
SIGNATURE PAGE)

ALST CASINO HOLDCO, LLC, a Delaware limited liability company
By:
	Name:
	Title:

Address for Holdings:
ALST Casino Holdco, LLC
650 Madison Avenue, 23rd Floor
New York, New York 10022
Attn: Secretary
Facsimile: (212) 610-9171

With a copy (which shall not constitute notice)to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Attn: Alan W. Kornberg, Jeffrey D. Saferstein and
Gregory A. Ezring
Telephone: (212) 373-3000
Facsimile: (212) 757-3990

(ALIANTE CREDIT
AGREEMENT
SIGNATURE PAGE)

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent
By:
	Name:
	Title:

Administrative Agent’s Office

Wilmington Trust, National Association
50 South Sixth Street
Suite 1290
Minneapolis, MN 55402
Attention: Jeffery Rose
Telephone: 612-217-5630
Telecopier: 612-217-5651
Electronic Mail: jrose@wilmingtontrust.com

(ALIANTE CREDIT
AGREEMENT
SIGNATURE PAGE)

NORTH LV HOLDCO, LLC, as a Lender
By:
	Name:
	Title:

(ALIANTE CREDIT
AGREEMENT
SIGNATURE PAGE)

APOLLO ALST HOLDCO, LLC, as a Lender
By:
	Name:
	Title:

(ALIANTE CREDIT
AGREEMENT
SIGNATURE PAGE)

TPG ALST HOLDCO, L.L.C., as a Lender
By:
	Name:
	Title:

(ALIANTE CREDIT
AGREEMENT
SIGNATURE PAGE)

HALCYON LOAN TRADING FUND LLC, as a Lender
By:	Halcyon Offshore Asset Management LLC, its Investment Manager
By:
	Name:
	Title:

(ALIANTE CREDIT
AGREEMENT
SIGNATURE PAGE)

NATIXIS, as a Lender
By:
	Name:
	Title:

(ALIANTE CREDIT
AGREEMENT
SIGNATURE PAGE)

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
By:
	Name:
	Title:

(ALIANTE CREDIT
AGREEMENT
SIGNATURE PAGE)

BANK OF AMERICA, N.A., as a Lender
By:
	Name:
	Title:

(ALIANTE CREDIT
AGREEMENT
SIGNATURE PAGE)

CITY NATIONAL BANK, as a Lender
By:
	Name:
	Title:

(ALIANTE CREDIT
AGREEMENT
SIGNATURE PAGE)

MANUFACTURERS BANK, as a Lender
By:
	Name:
	Title:

(ALIANTE CREDIT
AGREEMENT
SIGNATURE PAGE)

BARCLAYS BANK PLC, as a Lender
By:
	Name:
	Title:

(ALIANTE CREDIT
AGREEMENT
SIGNATURE PAGE)

SERVICE 1ST BANK OF NEVADA, as a Lender
By:
	Name:
	Title:

(ALIANTE CREDIT
AGREEMENT
SIGNATURE PAGE)

EXHIBIT A

FORM OF ASSIGNMENT AND ASSUMPTION

          This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]¹ Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]² Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]³ hereunder are several and not joint.]⁴ Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

          For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

1	For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.
2	For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.
3	Select as appropriate.
4	Include bracketed language if there are either multiple Assignors or multiple Assignees.

Form of Assignment and Assumption

A-1

1. Assignor[s]:	______________________
	______________________
	Assignor [is][is not] a Defaulting Lender.
2. Assignee[s]:	______________________
	______________________
	For each Assignee, indicate [Affiliate][Approved Fund] of [Identify Lender]
3. Borrower:	ALIANTE GAMING, LLC, a Delaware limited liability company
4. Administrative Agent:	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent under the Credit Agreement
5. Credit Agreement:	The Credit Agreement dated as of November 1, 2011 among Aliante Gaming, LLC, ALST Casino Holdco, LLC, the Lenders parties thereto and Wilmington Trust, National Association, as Administrative Agent
6. Assigned Interest:

			Aggregate
			Amount of	Amount of	Percentage Assigned
		Facility	Commitment/Loans	Commitment/Loans	of	CUSIP
Assignor[s]5	Assignee[s]6	Assigned 7	for all Lenders8	Assigned	Commitment/Loans9	Number

Effective Date: _________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

5	List each Assignor, as appropriate.
6	List each Assignee, as appropriate.
7	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Initial Loans,” “Extended Loans”, etc.)
8	Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.
9	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

Form of Assignment and Assumption

A-2

[7. Trade Date: __________]¹⁰

¹⁰  To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date.

Form of Assignment and Assumption

A-3

     Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

     The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR [NAME OF ASSIGNOR]
By:
	Name:
	Title:
ASSIGNEE [NAME OF ASSIGNEE]
By:
	Name:
	Title:

[ACKNOWLEDGED AND AGREED: [WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent
By:
	Name:
	Title:]
[ALIANTE GAMING, LLC, as Borrower By: ALST Casino Holdco, LLC, its Managing Member
By:
	Name:
	Title:]]11

¹¹ Include Administrative Agent and/or Borrower signature block only if such party’s consent is required by the terms of the Credit Agreement.

Form of Assignment and Assumption

A-4

Credit Agreement dated as of November 1, 2011 among Aliante Gaming, LLC, ALST
Casino Holdco, LLC, the Lenders parties thereto and Wilmington Trust, National
Association, as Administrative Agent

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
AND ASSUMPTION AGREEMENT

1. Representations and Warranties.

1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2 Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 11.8(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.8(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section

Form of Assignment and Assumption

A-5

7.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

[Remainder of page intentionally left blank]

Form of Assignment and Assumption

A-6

EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE

[Insert date]

          Reference is made to (a) that certain Credit Agreement, dated as of November 1, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Aliante Gaming, LLC, a Nevada limited liability company (the “Borrower”), ALST Casino Holdco, LLC, a Delaware limited liability company, the Lenders from time to time party thereto, and Wilmington Trust, National Association, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement. Pursuant to Section 7.2 of the Credit Agreement, the undersigned, solely in his/her capacity as [_____] of the Borrower, certifies as follows:

     1. [Attached hereto as Exhibit A are (i) the consolidated balance sheet of Holdings and its Subsidiaries as at the end of the Fiscal Quarter ended [_____] and the consolidated statement of operations and statement of cash flows for such Fiscal Quarter and for the portion of the Fiscal Year ended with such Fiscal Quarter[, (ii) the consolidating balance sheets and statements of operations, in each case as at and for the portion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable detail, and (iii)][and (ii)] a report of the occupancy rate and average daily room rates at the Aliante Casino and Hotel during such Fiscal Quarter. Such financial statements fairly present the financial condition, results of operations and cash flows of Holdings and its Subsidiaries in accordance with GAAP (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year end accruals, audit adjustments and adjustments for fresh start accounting.]¹

     2. [Attached hereto as Exhibit A are [(i)] the consolidated balance sheet of Holdings and its Subsidiaries as at the end of the Fiscal Year ended [_____] and the consolidated statements of operations, members’ equity and cash flows, in each case of Holdings and its Subsidiaries for such Fiscal Year[ and, (ii) the consolidating balance sheets and statements of operations, in each case as at the end of and for the Fiscal Year, all in reasonable detail]. Such financial statements have been prepared in accordance with GAAP, consistently applied, and such consolidated balance sheet and consolidated statements are accompanies by a report of [Ernst & Young LLP], which report has been prepared in accordance with generally accepted auditing standards as at such date, and is not subject to any qualifications or exceptions as to the scope of the audit.]²

1	To be included in accompanying quarterly financial statements only.
2	To be included in accompanying annual financial statements only.

Form of Compliance Certificate

B-1

     3. As of the date hereof, [no Default or Event of Default exists][DESCRIBE NATURE AND PERIOD OF EXISTENCE OF ANY DEFAULT OR EVENT OF DEFAULT].

     4. [DESCRIBE ANY CHANGES IN THE IDENTITY OF THE RESTRICTED SUBSIDIARIES AND UNRESTRICTED SUBSIDIARIES AS AT THE END OF THE APPLICABLE FISCAL YEAR OR PERIOD, AS THE CASE MAY BE, FROM THE RESTRICTED SUBSIDIARIES AND UNRESTRICTED SUBSIDIARIES, RESPECTIVELY, PROVIDED TO THE LENDERS ON THE CLOSING DATE OR THE MOST RECENT FISCAL YEAR OR PERIOD, AS THE CASE MAY BE.]

     5. [There has been no change in the information required pursuant to Section 1(a) of the Perfection Certificate since the [Closing Date][date of the most recent certificate delivered pursuant to Section 7.2 of the Credit Agreement.][DESCRIBE ANY CHANGES IN THE INFORMATION REQUIRED PURSUANT TO SECTION 1(a) OF THE PERFECTION CERTIFICATE SINCE THE CLOSING DATE OR DATE OF THE MOST RECENT CERTIFICATE DELIVERED PURSUANT TO SECTION 7.2 OF THE CREDIT AGREEMENT, AS APPLICABLE.]

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

Form of Compliance Certificate

B-2

          IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of the date first above written.

ALIANTE GAMING, LLC By: ALST Casino Holdco, LLC, its Managing Member
By:
	Name:
	Title:

Form of Compliance Certificate

B-3

EXHIBIT C

FORM OF NOTE

[New York, New York]

$____________ [DATE]

          FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to [LENDER] or its registered assigns (the “Lender”) in accordance with Section 11.8 of the Credit Agreement (as defined below) the principal amount of [_____] AND [__]/100 DOLLARS ($[_____]), payable as hereinafter set forth. The Borrower promises to pay interest on the principal amount hereof remaining unpaid from time to time from the date hereof until the date of payment in full, payable as hereinafter set forth.

          Reference is made to the Credit Agreement, dated as of November 1, 2011 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Aliante Gaming, LLC, a Nevada limited liability company, ALST Casino Holdco, LLC, a Delaware limited liability company, the Lenders from time to time party thereto, and Wilmington Trust, National Association, as Administrative Agent). Capitalized terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meaning given those terms in the Credit Agreement. This is one of the Notes referred to in the Credit Agreement, and any holder hereof is entitled to all of the rights, remedies, benefits and privileges provided for in the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events upon the terms and conditions specified therein.

          The principal indebtedness evidenced by this Note shall be payable as provided in the Credit Agreement and in any event on the Maturity Date.

          Interest shall be payable on the outstanding daily unpaid principal amount of each Loan hereunder from the date thereof until payment in full and shall accrue and be payable at the rates and on the dates set forth in the Credit Agreement, both before and after default and before and after maturity and judgment, with interest on overdue principal and interest to bear interest at the rate set forth in Section 3.10 of the Credit Agreement, to the fullest extent permitted by applicable Law.

          The amount of each payment hereunder shall be made to the Administrative Agent at the Administrative Agent’s Office for the account of the Lender in immediately available funds not later than 11:00 a.m. Nevada time on the day of payment (which must be a Business Day). All payments received after 11:00 a.m. Nevada time on any particular Business Day shall be deemed received on the next succeeding Business Day. All payments shall be made in lawful money of the United States of America.

Form of Note

C-1

          All Loans evidenced by this Note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this Note.

          The Borrower hereby promises to pay all costs and expenses of any rightful holder hereof incurred in collecting the Borrower’s obligations hereunder or in enforcing or attempting to enforce any of such holder’s rights hereunder, including reasonable attorneys’ fees and disbursements (including allocated costs of legal counsel employed by the Administrative Agent or the holder), whether or not an action is filed in connection therewith.

          The Borrower hereby waives presentment, demand for payment, dishonor, notice of dishonor, protest, notice of protest and any other notice or formality, to the fullest extent permitted by applicable Laws.

          The Borrower agrees that its liability hereunder is absolute and unconditional without regard to the liability of any other Person. All provisions of this Note shall apply to the Borrower.

          THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT.

          THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

Form of Note

C-2

          IN WITNESS WHEREOF, the undersigned has caused this Note to be duly executed by its authorized officer as of the date first above written.

ALIANTE GAMING, LLC By: ALST Casino Holdco, LLC, its Managing Member
By:
	Name:
	Title:

Form of Note

C-3

LOANS AND PAYMENTS

				Principal
	Amount of	Maturity	Payments of	Balance of	Notation
Date	Loan	Date	Principal/Interest	Note	Made By

Form of Note

C-4

EXHIBIT E

FORM OF ACCEPTANCE AND PREPAYMENT NOTICE

Date: __________, 20__

To: [Wilmington Trust, National Association], as Auction Agent

Ladies and Gentlemen:

          This Acceptance and Prepayment Notice is delivered to you pursuant to (a) Section 3.5(d) of that certain Credit Agreement, dated as of November 1, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Aliante Gaming, LLC, a Nevada limited liability company (the “Borrower”), ALST Casino Holdco, LLC, a Delaware limited liability company, the Lenders from time to time party thereto, and Wilmington Trust, National Association, as Administrative Agent, and (b) that certain Solicited Discounted Prepayment Notice, dated ____________, 20__, from the Borrower (the “Solicited Discounted Prepayment Notice”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

          Pursuant to Section 3.5(d) of the Credit Agreement, the Borrower hereby irrevocably notifies you that it accepts offers delivered in response to the Solicited Discounted Prepayment Notice having an Offered Discount equal to or greater than [[•]% in respect of the Loans] [[•]% in respect of the [•, 20•]¹ tranche[(s)] of the [____]² Class of Loans] (the “Acceptable Discount”) in an aggregate amount not to exceed the Solicited Discounted Prepayment Amount.

          The Borrower expressly agrees that this Acceptance and Prepayment Notice shall be irrevocable and is subject to the provisions of Section 3.5(d) of the Credit Agreement.

          The Borrower represents and warrants to the Auction Agent and [the Lenders][each Lender of the [•, 20•]³ tranche[s] of the [____]⁴ Class of Loans] as follows:

     1. [At least ten (10) Business Days have passed since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date.] [At least three (3) Business Days have passed since the date the

1	List multiple tranches if applicable.
2	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
3	List multiple tranches if applicable.
4	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).

Form of Acceptance and Prepayment Notice

E-1

Borrower was notified that no Lender was willing to accept any prepayment of any Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender.]⁵

     2. The Borrower does not possess material non-public information with respect to Holdings and its Subsidiaries or the securities of any of them that has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information).

          The Borrower acknowledges that the Auction Agent and the relevant Lenders are relying on the truth and accuracy of the foregoing representations and warranties in connection with the acceptance of any prepayment made in connection with a Solicited Discounted Prepayment Offer.

          The Borrower requests that the Auction Agent promptly notify each Lender party to the Credit Agreement of this Acceptance and Prepayment Notice.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

⁵ Insert applicable representation.

Form of Acceptance and Prepayment Notice

E-2

          IN WITNESS WHEREOF, the undersigned has executed this Acceptance and Prepayment Notice as of the date first above written.

ALIANTE GAMING, LLC By: ALST Casino Holdco, LLC, its Managing Member
By:
	Name:
	Title:

Form of Acceptance and Prepayment Notice

E-3

EXHIBIT F

FORM OF DISCOUNT RANGE PREPAYMENT NOTICE

Date: __________, 20__

To: [Wilmington Trust, National Association], as Auction Agent

Ladies and Gentlemen:

          This Discount Range Prepayment Notice is delivered to you pursuant to Section 3.5(c) of that certain Credit Agreement, dated as of November 1, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Aliante Gaming, LLC, a Nevada limited liability company (the “Borrower”), ALST Casino Holdco, LLC, a Delaware limited liability company, the Lenders from time to time party thereto, and Wilmington Trust, National Association, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

          Pursuant to Section 3.5(c) of the Credit Agreement, the Borrower hereby requests that [each Lender] [each Lender of the [•, 20•]¹ tranche[s] of the [____]² Class of Loans] submit a Discount Range Prepayment Offer. Any Discounted Loan Prepayment made in connection with this solicitation shall be subject to the following terms:

     1. This Borrower Solicitation of Discount Range Prepayment Offers is extended at the sole discretion of the Borrower to [each Lender] [each Lender of the [•, 20•]³ tranche[s] of the [___]⁴ Class of Loans].

     2. The maximum aggregate principal amount of the Discounted Loan Prepayment that will be made in connection with this solicitation is [$[•] of Loans] [$[•] of the [•, 20•]⁵ tranche[(s)] of the [___]⁶ Class of Loans] (the “Discount Range Prepayment Amount”).⁷

     3. The Borrower is willing to make Discount Loan Prepayments at a percentage discount to par value greater than or equal to [[•]% but less than or

1	List multiple tranches if applicable.
2	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
3	List multiple tranches if applicable.
4	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
5	List multiple tranches if applicable.
6	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
7	Minimum of $5.0 million and whole increments of $1.0 million.

Form of Discount Range Prepayment Notice

F-1

equal to [•]% in respect of the Loans] [[•]% but less than or equal to [•]% in respect of the [•, 20•]⁸ tranche[(s)] of the [___]⁹ Class of Loans] (the “Discount Range”).

          To make an offer in connection with this solicitation, you are required to deliver to the Auction Agent a Discount Range Prepayment Offer by no later than 2:00 p.m., Nevada time, on the date that is the third Business Day following the date of delivery of this notice pursuant to Section 3.5(c) of the Credit Agreement.

          The Borrower hereby represents and warrants to the Auction Agent and [the Lenders][each Lender of the [•, 20•]¹⁰ tranche[s] of the [___]¹¹ Class of Loans] as follows:

     1. [At least ten (10) Business Days have passed since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date.] [At least three (3) Business Days have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender.]¹²

     2. The Borrower does not possess material non-public information with respect to Holdings and its Subsidiaries or the securities of any of them that has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information).

          The Borrower acknowledges that the Auction Agent and the relevant Lenders are relying on the truth and accuracy of the foregoing representations and warranties in connection with any Discount Range Prepayment Offer made in response to this Discount Range Prepayment Notice and the acceptance of any prepayment made in connection with this Discount Range Prepayment Notice.

          The Borrower requests that the Auction Agent promptly notify each Lender party to the Credit Agreement of this Discount Range Prepayment Notice.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

8	List multiple tranches if applicable.
9	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
10	List multiple tranches if applicable.
11	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
12	Insert applicable representation.

Form of Discount Range Prepayment Notice

F-2

          IN WITNESS WHEREOF, the undersigned has executed this Discount Range Prepayment Notice as of the date first above written.

ALIANTE GAMING, LLC By: ALST Casino Holdco, LLC, its Managing Member
By:
	Name:
	Title:

Enclosure: Form of Discount Range Prepayment Offer

Form of Discount Range Prepayment Notice

F-3

EXHIBIT G

FORM OF DISCOUNT RANGE PREPAYMENT OFFER

Date: __________, 20__

To: [Wilmington Trust, National Association], as Auction Agent

Ladies and Gentlemen:

          Reference is made to (a) that certain Credit Agreement, dated as of November 1, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Aliante Gaming, LLC, a Nevada limited liability company (the “Borrower”), ALST Casino Holdco, LLC, a Delaware limited liability company, the Lenders from time to time party thereto, and Wilmington Trust, National Association, as Administrative Agent, and (b) that certain Discount Range Prepayment Notice, dated ___________, 20__, from the Borrower (the “Discount Range Prepayment Notice”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Discount Range Prepayment Notice or, to the extent not defined therein, in the Credit Agreement.

          The undersigned Lender hereby gives you irrevocable notice, pursuant to Section 3.5(c) of the Credit Agreement, that it is hereby offering to accept a Discounted Loan Prepayment on the following terms:

     1. This Discount Range Prepayment Offer is available only for prepayment on [the Loans] [the [•, 20•]¹ tranche[s] of the [____]² Class of Loans] held by the undersigned.

     2. The maximum aggregate principal amount of the Discounted Loan Prepayment that may be made in connection with this offer shall not exceed (the “Submitted Amount”):

[Loans — $[•]]

[[•, 20•]³ tranche[s] of the [____]⁴ Class of Loans — $[•]]

     3. The percentage discount to par value at which such Discounted Loan Prepayment may be made is [[•]% in respect of the Loans] [[•]% in respect

1	List multiple tranches if applicable.
2	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
3	List multiple tranches if applicable.
4	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).

Form of Discount Range Prepayment Offer

G-1

of the [•, 20•]⁵ tranche[(s)] of the [____]⁶ Class of Loans] (the “Submitted Discount”).

          The undersigned Lender hereby expressly and irrevocably consents and agrees to a prepayment of its [Loans] [[•, 20•]⁷ tranche[s] of the [____]⁸ Class of Loans] indicated above pursuant to Section 3.5(c) of the Credit Agreement at a price equal to the Applicable Discount and in an aggregate outstanding amount not to exceed the Submitted Amount, as such amount may be reduced in accordance with the Discount Range Proration, if any, and as otherwise determined in accordance with and subject to the requirements of the Credit Agreement.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

5	List multiple tranches if applicable.
6	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
7	List multiple tranches if applicable.
8	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).

Form of Discount Range Prepayment Offer

G-2

          IN WITNESS WHEREOF, the undersigned has executed this Discount Range Prepayment Offer as of the date first above written.

[NAME OF LENDER]
By:
	Name:
	Title:

Form of Discount Range Prepayment Offer

G-3

EXHIBIT H

FORM OF SOLICITED DISCOUNTED PREPAYMENT NOTICE

Date: __________, 20__

To: [Wilmington Trust, National Association], as Auction Agent

Ladies and Gentlemen:

          This Solicited Discounted Prepayment Notice is delivered to you pursuant to Section 3.5(d) of that certain Credit Agreement, dated as of November 1, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Aliante Gaming, LLC, a Nevada limited liability company (the “Borrower”), ALST Casino Holdco, LLC, a Delaware limited liability company, the Lenders from time to time party thereto, and Wilmington Trust, National Association, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

          Pursuant to Section 3.5(d) of the Credit Agreement, the Borrower hereby requests that [each Lender] [each Lender of the [•, 20•]¹ tranche[s] of the [____]² Class of Loans] submit a Solicited Discounted Prepayment Offer. Any Discounted Loan Prepayment made in connection with this solicitation shall be subject to the following terms:

     1. This Borrower Solicitation of Discounted Prepayment Offers is extended at the sole discretion of the Borrower to [each Lender] [each Lender of the [•, 20•]³ tranche[s] of the [____]⁴ Class of Loans].

     2. The maximum aggregate amount of the Discounted Loan Prepayment that will be made in connection with this solicitation is (the “Solicited Discounted Prepayment Amount”):⁵

     [Loans — $[•]]

     [[•, 20•]⁶ tranche[s] of the [____]⁷ Class of Loans — $[•]]

1	List multiple tranches if applicable.
2	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
3	List multiple tranches if applicable.
4	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
5	Minimum of $10.0 million and whole increments of $1.0 million.
6	List multiple tranches if applicable.
7	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).

Form of Solicited Discounted Prepayment Notice

H-1

          To make an offer in connection with this solicitation, you are required to deliver to the Auction Agent a Solicited Discounted Prepayment Offer by no later than 2:00 p.m., Nevada time on the date that is the third Business Day following delivery of this notice pursuant to Section 3.5(d) of the Credit Agreement.

          The Borrower requests that the Auction Agent promptly notify each Lender party to the Credit Agreement of this Solicited Discounted Prepayment Notice.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

Form of Solicited Discounted Prepayment Notice

H-2

          IN WITNESS WHEREOF, the undersigned has executed this Solicited Discounted Prepayment Notice as of the date first above written.

ALIANTE GAMING, LLC By: ALST Casino Holdco, LLC, its Managing Member
By:
	Name:
	Title:

Enclosure: Form of Solicited Discounted Prepayment Offer

Form of Solicited Discounted Prepayment Notice

H-3

EXHIBIT I

FORM OF SOLICITED DISCOUNTED PREPAYMENT OFFER

Date: __________, 20__

To: [Wilmington Trust, National Association], as Auction Agent

Ladies and Gentlemen:

          Reference is made to (a) that certain Credit Agreement, dated as of November 1, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Aliante Gaming, LLC, a Nevada limited liability company (the “Borrower”), ALST Casino Holdco, LLC, a Delaware limited liability company, the Lenders from time to time party thereto, and Wilmington Trust, National Association, as Administrative Agent, and (b) that certain Solicited Discounted Prepayment Notice, dated _________, 20__, from the Borrower (the “Solicited Discounted Prepayment Notice”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Solicited Discounted Prepayment Notice or, to the extent not defined therein, in the Credit Agreement.

          To accept the offer set forth herein, you must submit an Acceptance and Prepayment Notice by or before no later than 2:00 p.m. Nevada time on the third Business Day following your receipt of this notice.

          The undersigned Lender hereby gives you irrevocable notice, pursuant to Section 3.5(d) of the Credit Agreement, that it is hereby offering to accept a Discounted Loan Prepayment on the following terms:

     1. This Solicited Discounted Prepayment Offer is available only for prepayment on the [Loans][[•, 20•]¹ tranche[s] of the [__]² Class of Loans] held by the undersigned.

     2. The maximum aggregate principal amount of the Discounted Loan Prepayment that may be made in connection with this offer shall not exceed (the “Offered Amount”):

     [Loans — $[•]]

     [[•, 20•]³ tranche[s] of the [__]⁴ Class of Loans — $[•]]

1	List multiple tranches if applicable.
2	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
3	List multiple tranches if applicable.

Form of Solicited Discounted Prepayment Offer

I-1

     3. The percentage discount to par value at which such Discounted Loan Prepayment may be made is [[•]% in respect of the Loans] [[•]% in respect of the [•, 20•]⁵ tranche[(s)] of the [__]⁶ Class of Loans] (the “Offered Discount”).

          The undersigned Lender hereby expressly and irrevocably consents and agrees to a prepayment of its [Loans] [[•, 20•]⁷ tranche[s] of the [__]⁸ Class of Loans] pursuant to Section 3.5(d) of the Credit Agreement at a price equal to the Acceptable Discount and in an aggregate outstanding amount not to exceed such Lender’s Offered Amount as such amount may be reduced in accordance with the Solicited Discount Proration, if any, and as otherwise determined in accordance with and subject to the requirements of the Credit Agreement.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

4	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
5	List multiple tranches if applicable.
6	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
7	List multiple tranches if applicable.
8	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).

Form of Solicited Discounted Prepayment Offer

I-2

          IN WITNESS WHEREOF, the undersigned has executed this Solicited Discounted Prepayment Offer as of the date first above written.

[NAME OF LENDER]
By:
	Name:
	Title:

Form of Solicited Discounted Prepayment Offer

I-3

EXHIBIT J

FORM OF SPECIFIED DISCOUNT PREPAYMENT NOTICE

Date: __________, 20__

To: [Wilmington Trust, National Association], as Auction Agent

Ladies and Gentlemen:

          This Specified Discount Prepayment Notice is delivered to you pursuant to Section 3.5(b) of that certain Credit Agreement, dated as of November 1, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Aliante Gaming, LLC, a Nevada limited liability company (the “Borrower”), ALST Casino Holdco, LLC, a Delaware limited liability company, the Lenders from time to time party thereto, and Wilmington Trust, National Association, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

          Pursuant to Section 3.5(b) of the Credit Agreement, the Borrower hereby offers to make a Discounted Loan Prepayment [to each Lender] [to each Lender of the [•, 20•]¹ tranche[s] of the [____]² Class of Loans] on the following terms:

     1. This Borrower Offer of Specified Discount Prepayment is available only [to each Lender] [to each Lender of the [•, 20•]³ tranche[s] of the [____]⁴ Class of Loans].

     2. The aggregate principal amount of the Discounted Loan Prepayment that will be made in connection with this offer shall not exceed [$[•] of Loans] [$[•] of the [•, 20•]⁵ tranche[(s)] of the [____]⁶ Class of Loans] (the “Specified Discount Prepayment Amount”).⁷

     3. The percentage discount to par value at which such Discounted Loan Prepayment will be made is [[•]% in respect of the Loans] [[•]% in respect

1	List multiple tranches if applicable.
2	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
3	List multiple tranches if applicable.
4	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
5	List multiple tranches if applicable.
6	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
7	Minimum of $5.0 million and whole increments of $1.0 million.

Form of Specified Discount Prepayment Notice

J-1

of the [•, 20•]⁸ tranche[(s)] of the [____]⁹ Class of Loans] (the “Specified Discount”).

          To accept this offer, you are required to submit to the Auction Agent a Specified Discount Prepayment Response by no later than 2:00 p.m., Nevada time, on the date that is the third Business Day following the date of delivery of this notice pursuant to Section 3.5(b) of the Credit Agreement.

          The Borrower hereby represents and warrants to the Auction Agent and [the Lenders][each Lender of the [•, 20•]¹⁰ tranche[s] of the [____]¹¹ Class of Loans] as follows:

     4. [At least ten (10) Business Days have passed since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date.] [At least three (3) Business Days have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender.]¹²

     5. The Borrower does not possess material non-public information with respect to Holdings and its Subsidiaries or the securities of any of them that has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information).

          The Borrower acknowledges that the Auction Agent and the relevant Lenders are relying on the truth and accuracy of the foregoing representations and warranties in connection with their decision whether or not to accept the offer set forth in this Specified Discount Prepayment Notice and the acceptance of any prepayment made in connection with this Specified Discount Prepayment Notice.

          The Borrower requests that the Auction Agent promptly notify each Lender party to the Credit Agreement of this Specified Discount Prepayment Notice.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

8	List multiple tranches if applicable.
9	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
10	List multiple tranches if applicable.
11	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
12	Insert applicable representation.

Form of Specified Discount Prepayment Notice

J-2

          IN WITNESS WHEREOF, the undersigned has executed this Specified Discount Prepayment Notice as of the date first above written.

ALIANTE GAMING, LLC
By:	ALST Casino Holdco, LLC, its Managing Member
By:
	Name:
	Title:

Enclosure: Form of Specified Discount Prepayment Response

Form of Specified Discount Prepayment Notice

J-3

EXHIBIT K

FORM OF SPECIFIED DISCOUNT PREPAYMENT RESPONSE

Date: __________, 20__

To: [Wilmington Trust, National Association], as Auction Agent

Ladies and Gentlemen:

          Reference is made to (a) that certain Credit Agreement, dated as of November 1, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Aliante Gaming, LLC, a Nevada limited liability company (the “Borrower”), ALST Casino Holdco, LLC, a Delaware limited liability company, the Lenders from time to time party thereto, and Wilmington Trust, National Association, as Administrative Agent, and (b) that certain Specified Discount Prepayment Notice, dated _____________, 20__, from the Borrower (the “Specified Discount Prepayment Notice”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Specified Discount Prepayment Notice or, to the extent not defined therein, in the Credit Agreement.

          The undersigned Lender hereby gives you irrevocable notice, pursuant to Section 3.5(b) of the Credit Agreement, that it is willing to accept a prepayment of the following [Loans] [[•, 20•]¹ tranche[s] of the [____]² Class of Loans — $[•]] held by such Lender at the Specified Discount in an aggregate outstanding amount as follows:

          [Loans — $[•]]

          [[•, 20•]³ tranche[s] of the [____]⁴ Class of Loans — $[•]]

          The undersigned Lender hereby expressly and irrevocably consents and agrees to a prepayment of its [Loans][[•, 20•]⁵ tranche[s] the [____]⁶ Class of Loans] pursuant to Section 3.5(b) of the Credit Agreement at a price equal to the [applicable] Specified Discount in the aggregate outstanding amount not to exceed the amount set forth above, as such amount may be reduced in accordance with the Specified Discount

1	List multiple tranches if applicable.
2	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
3	List multiple tranches if applicable.
4	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
5	List multiple tranches if applicable.
6	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).

Form of Specified Discount Prepayment Response

K-1

Proration, and as otherwise determined in accordance with and subject to the requirements of the Credit Agreement.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

Form of Specified Discount Prepayment Response

K-2

          IN WITNESS WHEREOF, the undersigned has executed this Specified Discount Prepayment Response as of the date first above written.

[NAME OF LENDER]
By:
	Name:
	Title:

Form of Specified Discount Prepayment Response

K-3

EXHIBIT L

FORM OF PERFECTION CERTIFICATE

     Reference is made to the Credit Agreement dated as of November 1, 2011 (the “Credit Agreement”), among Aliante Gaming, LLC (the “Borrower”), ALST Casino Holdco, LLC (“Holdings”), the lenders from time to time party thereto and Wilmington Trust, National Association, as administrative agent (the “Administrative Agent”). Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement.

     The undersigned, a Senior Officer of the Borrower, hereby certifies to the Administrative Agent and each other Secured Party on behalf of the Loan Parties as follows:

     1. Names. (a) The exact name of each Loan Party as that name appears on its Certificate of Incorporation, Certificate of Limited Partnership or Limited Liability Company Certificate, as applicable is as follows:

     (b) The following is a list of all other names (including trade names or similar appellations) used by each Loan Party, or any other business or organization to which such Loan Party became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, now or at any time during the past five years:

     (c) The following is a list of any change in each Loan Party’s name, jurisdiction of organization or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) within the past five years:

     (d) The following is each Loan Party’s federal employer identification number:

     (e) The following is each Loan Party’s corporation identification number or other applicable formation identification number.

Form of Perfection Certificate

L-1

     2. Current Locations. (a) The chief executive office and principal mailing address of each Loan Party is:

     (b) The following is a list of any change in the chief executive office of each Loan Party within the last five years:

     (c) The following are all other locations in which each Loan Party maintains any books or records relating to any of the Collateral consisting of accounts, contract rights, chattel paper, general intangibles or mobile goods:

     (d) The following are all other places of business of each Loan Party:

     (e) The following are all other locations where any of the Collateral consisting of inventory, equipment or chattel paper is located:

     (f) The following is (i) a list of all owned and leased real property held by each Loan Party, (ii) if such property is leased, the landlord and the term of the lease and (c) if such property is held in fee, the holder of any lien on such real property:

          Owned Property

L-2

Leased Property

     (g) The following are (i) the names and addresses of all persons or entities other than any Loan Party, such as lessees, consignees, warehousemen or purchasers of chattel paper, which have possession or are intended to have possession of any of the Collateral consisting of chattel paper, inventory or equipment, (ii) a description and dollar value of the chattel paper, inventory or equipment of each Loan Party at such location and (iii) the type (e.g., warehouse, vendor, etc.) and name of the agreement governing such relationship:

     3. Prior Locations. (a) Set forth below is the information required by subparagraphs (a) and (c)-(g) of §2 with respect to each location at which, or other person or entity with which, any of the Collateral has been previously held or any place of business previously maintained by any Loan Party, in each case, at any time during the past twelve months:

     4. Fixtures. Set forth below is the information required by UCC §9-502(b)(3) and (b)(4) of each state in which any of the Collateral consisting of fixtures are or are to be located and the name and address of each real estate recording office where a mortgage on the real estate on which such fixtures are or are to be located would be recorded:

     5. Intellectual Property. The following is a complete list of all patents, copyrights, trademarks, trade names and service marks registered or for which applications are pending in the name of any Loan Party or used by any Loan Party, all

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copyright and trademark licenses under which any Loan Party is a licensee and all Internet domain names owned or used by any Loan Party:

	UNITED STATES:
a.	Patents	Registration Number	Registration Date
b.	Copyrights	Registration Number	Registration Date
c.	Trademarks, Trade
	Name and Service Marks	Registration Number	Registration Date
FOREIGN:
a.	Patents	Registration Number	Registration Date
b.	Copyrights	Registration Number	Registration Date
c.	Trademarks, Trade Name and Service Marks	Registration Number	Registration Date

LICENSES:

INTERNET DOMAIN NAMES:

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     6. Investment Property; Instruments; Chattel Paper. The following is a complete list of (i) all stock, limited liability company membership interests, partnership interests, trust interests, bonds, debentures, notes, commodity contracts and other securities owned by any Loan Party (provide name of issuer, a description of security (including certificate number, if any) and value), whether or not evidenced by certificates or instruments, and all of the certificates and instruments, if any, representing or evidencing such items, and all securities accounts and commodity accounts owned by any Loan Party (provide name of intermediary and value), and (ii) all chattel paper held by or on behalf of, and all letters of credit issued in favor of, any Loan Party:

     7. Motor Vehicles. The following is a complete list of all motor vehicles owned by any Loan Party (describe each vehicle by unit and VIN numbers, make, model, and year and indicate for each the state in which registered and the state in which based and any existing lienholders) with fair market value in excess of $100,000:

     8. Vessels. The following is a complete list of all vessels of any Loan Party which are subject to any certificate of title or other registration statute of the United States, any state or any other jurisdiction:

     9. Other Titled Collateral. The following is a complete list of all aircraft and all other inventory, equipment and other goods of any Loan Company which are subject to any certificate of title or other registration statute of the United States, any state or any other jurisdiction with a fair market value in excess of $100,000 (provide description of covered goods and indicate registration system and jurisdiction):

     10. Deposit Accounts. The following is a complete list of all cash, money, currency and Deposit accounts maintained by any Loan Party:

     11. Commercial Tort Claims. The following is a complete list of claims arising in tort with respect to which any Loan Party is claimant and which arose in the course of such Loan Party’s business; together with case file numbers or other identification of such claim:

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     12. Unusual Transactions. All of the Collateral has been originated by the each Loan Party in the ordinary course of such Loan Party’s business or consists of goods which have been acquired by such Loan Party in the ordinary course from a person in the business of selling goods of that kind, except for the following Collateral which was obtained outside the ordinary course of business, including, but not limited to, transactions involving bulk transfers:

     13. UCC Filings. Financing statements in substantially the form of Schedule 13 have been prepared for filing by counsel to the Administrative Agent in the proper Uniform Commercial Code filing office in the jurisdiction in which each Loan Party is located. Set forth on Schedule 13 is a true and correct list of each such filing and the Uniform Commercial Code filing office in which such filing is to be made.

     14. Authorization. The undersigned hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements and amendments thereto and hereby ratifies its authorization for the Administrative Agent to have filed in any jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

[signature page follows]

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     IN WITNESS WHEREOF, the undersigned has executed this certificate as of November 1, 2011.

ALIANTE GAMING, LLC
By:	ALST Casino Holdco, LLC, its Managing Member
By:
	Name:
	Title:

Signature Page to Perfection Certificate — Aliante Gaming, LLC

SCHEDULE 5

Trade Names

Licenses

Internet Domain Names

Domain Name Opt-Out Subscriptions:

SCHEDULE 10

SCHEDULE 13

UCC Filings

Loan Party UCC Filing Office/County Recorder’s Office

SCHEDULE 1.1

Existing Investments

None.

SCHEDULE 1.2

Existing Liens

The Lien arising pursuant to that certain Financing Lease — Nevada (the “Lease”) dated October 21, 2008, by and between Young Electric Sign Company (“Young”), as lessor, and Aliante Gaming, LLC dba Aliante Station Casino + Hotel (“Gaming”), as lessee, pursuant to which Young manufactured and installed the marquee signs more particularly described therein on the property located at 7300 Aliante Parkway, North Las Vegas, Nevada and received a security interest in respect thereof to secure payment of all obligations under the Lease, as evidenced by that certain financing statement recorded November 7, 2008 in Book 20081107 as Instrument No. 03405 of Official Records of the County of Clark, Nevada, as amended by amendment recorded December 29, 2008 in Book 20081229 as Instrument No. 01553 of Official Records of the County of Clark, Nevada.

SCHEDULE 2.1

Lenders and Commitments

Lender	Commitment
North LV HoldCo, LLC	$	12,898,672.77
Apollo ALST Holdco, LLC	$	8,863,036.07
TPG ALST HoldCo, L.L.C.	$	8,863,036.07
Halcyon Loan Trading Fund LLC	$	4,033,986.05
Natixis	$	3,659,722.78
Credit Agricole Corporate and Investment Bank	$	2,614,087.70
Bank of America, N.A.	$	2,375,001.48
City National Bank	$	1,045,635.08
Manufacturers Bank	$	522,817.54
Barclays Bank Plc	$	119,713.34
Service 1st Bank of Nevada	$	4,291.11
Total	$	45,000,000.00

SCHEDULE 4.3

Governmental Approvals

Licenses/Approvals — The following licenses and approvals for the Aliante Casino and Hotel are required:

          (i) Nevada Gaming Control Board (Gaming).

          (ii) Nevada Gaming Commission (Gaming).

          (iii) City of North Las Vegas (Gaming and Liquor; Certificate of Occupancy)

Health Department Permits — The major permits required from the Clark County Health Department for the Aliante Casino and Hotel are as follows:

          (i) Pool.

          (ii) Restaurants and Kitchens (Steakhouse, Oyster Bar, Room Service Kitchen, Café, Mexican, Buffet, Italian, Banquet Kitchen, Team Dining Room).

          (iii) Bars (Lounge Bar, Center Bar, Race and Sports Bar, Steakhouse Bar, Café Bar, Mexican Bar, Italian Bar, Pool Bar, Service Bars).

          (iv) Cinema Concessions.

SCHEDULE 4.8

Trademarks and Trade Names

     Trademarks

Mark	Jurisdiction	App. No.	App. Date	Reg. No.	Reg. Date
ACCESS	Nevada	E0693982008-5	12 Nov 2008	E0693982008-5	12 Nov 2008
ALIANTE STATION	Nevada	E0673482008-1	24 Oct 2008	E0673482008-1	24 Oct 2008
ETA LOUNGE	Nevada	E0694392008-5	12 Nov 2008	E0694392008-5	12 Nov 2008
MRKT	Nevada	E0692782008-0	12 Nov 2008	E0692782008-0	12 Nov 2008
SUITE ESCAPE	Nevada	E0029022009-8	16 Jan 2009	E0029022009-8	16 Jan 2009
ALIANTE STATION	US Federal	77/598,557	22 Oct 2008	3,707,782	10 Nov 2009
ALIANTE STATION	US Federal	77/597,424	21 Oct 2008	3,819,166	13 Jul 2010
ALIANTE STATION	US Federal	77/589,244	09 Oct 2008	3,778,984	20 Apr 2010
ALIANTE STATION	US Federal	77/588,389	08 Oct 2008
THE SPA AT ALIANTE	US Federal	77/594,122	16 Oct 2008
STATION

          Trade Names

          Aliante Station

          Aliante Station Casino

          Aliante Station Hotel

          Aliante Station Casino and Hotel

          Aliante Station Las Vegas

          Aliante Gaming, LLC

SCHEDULE 4.9

Material Litigation

None.

SCHEDULE 4.17

Hazardous Materials Matters

None.

SCHEDULE 4.20

Deposit and Securities Accounts

Wells Fargo Bank
Aliante Gaming LLC — Depository	4121614424
**Aliante Gaming LLC — Payroll	4121561328
Aliante Gaming LLC — Cage	4121764518
Aliante Gaming LLC — MC/Visa/Discover	4121707301
Aliante Gaming LLC — American Express	4121707293
Aliante Gaming LLC — CD/AP	9600097929
Aliante Gaming LLC — CD/TA	9600124394
Aliante Gaming LLC — Pari Mutuel	4121765895
**Aliante Gaming LLC — CD/Health	9600098445
**Aliante Gaming LLC — Worker’s Comp	9600121296
**Aliante Gaming LLC — R&S Reserve Account	G58-1488439

Bank of America

**Aliante Gaming, LLC — Systems Failure/Savings	501006882433
** denotes Excluded Account.

SCHEDULE 4.21

Permits

None.

SCHEDULE 6.7

Transactions with Affiliates

None.

EX-21.1

Exhibit 21.1

List of Subsidiaries¹

Aliante Gaming, LLC

¹  List of Subsidiaries is as of the Effective Date.