AMENDED AND RESTATED OPERATING AGREEMENT OF STATION CASINOS LLC

Exhibit 3.1

AMENDED AND RESTATED OPERATING AGREEMENT

OF

STATION CASINOS LLC

TABLE OF CONTENTS

AMENDED AND RESTATED OPERATING AGREEMENT

OF

STATION CASINOS LLC

This AMENDED AND RESTATED OPERATING AGREEMENT of Station Casinos LLC, is made and entered into as of June 16, 2011, by and among the parties identified on the signature pages hereto.

RECITALS

WHEREAS, the Articles were filed with the Office of the Secretary of State of Nevada on August 9, 2010 under the name “NP Propco LLC”;

WHEREAS, the Company filed an Amendment to the Articles with the Office of the Secretary of State of Nevada on November 12, 2010, changing the name of the Company to “Station Casinos LLC;” and

WHEREAS, the Members desire to amend and restate that certain Operating Agreement of the Company, dated as of August 9, 2010 (the “Original Agreement”), on the terms and conditions herein set forth to provide for the conduct of the Company’s business and affairs from and after the date hereof.

AGREEMENT

NOW, THEREFORE, the Members hereby consent to adopt this Agreement to replace and supersede the Original Agreement to read as follows:

ARTICLE I

FORMATION OF THE COMPANY

Section 1.1             Formation of the Company.  The Company was formed as a limited liability company under the Act by the filing of the Articles with the Office of the Secretary of State of Nevada on August 9, 2010.  The Company shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all requirements for operation of the Company as a limited liability company under this Agreement and the Act and under all other laws of the State of Nevada and such other jurisdictions in which the Company determines that it may conduct business.

Section 1.2             Name.  The name of the Company is “Station Casinos LLC” and, subject to the restrictions set forth in the Equityholders Agreement, such name may be modified from time to time by the Board of Managers as it may deem advisable.

Section 1.3             Business of the Company.  Subject to the limitations on the activities of the Company otherwise specified in this Agreement and the Equityholders Agreement, the purpose and business of the Company shall be the conduct of any business or activity that may be conducted by a limited liability company organized pursuant to the Act, including the ownership of Equity Interests in Persons which conduct, operate and manage hotels and casinos.

Section 1.4             Location of Principal Place of Business; Records Office.  The principal office of the Company in the United States shall be at such place as the Board of Managers may designate from time to time, which need not be in the State of Nevada, and the Company shall maintain records there or such other place as the Board of Managers shall designate.  The Company may have such other offices as the Board of Managers may designate.  The Company shall continuously maintain in the State of Nevada a Records Office.  As of the Effective Date, the Records Office is ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇.  The Records Office may be changed to another location within the State of Nevada as the Board of Managers may from time to time determine.

Section 1.5             Registered Agent and Registered Office.  The registered agent for the Company shall be as set forth in the Articles, or such other registered agent as the Board of Managers may designate from time to time.  The Company shall have as its registered office in the State of Nevada the street address of its registered agent.

Section 1.6             Term.  The term of the Company commenced on the date of the filing of the Articles and shall be perpetual unless the Company is earlier dissolved and terminated in accordance with the provisions of this Agreement.

ARTICLE II

DEFINITIONS

Section 2.1             Definitions.  The following terms used in this Agreement shall have the following meanings.

“AAA” has the meaning set forth in Section 13.11.

“Act” means Chapter 86 of the NRS.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person.  For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s voting stock, by contract or otherwise.

“Agreement” means this Amended and Restated Operating Agreement, as amended, modified or supplemented from time to time.

“Articles” means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State, as amended.

“Assignees” has the meaning set forth in Section 9.2(d).

“Board of Managers” means the Board of Managers of the Company established pursuant to Section 8.3.

“Capital Contribution” means any contribution (whether in cash, property or a combination thereof) to the capital of the Company.

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

“Company” means the limited liability company formed by the filing of the Articles and governed by the Act and this Agreement under the name “Station Casinos LLC.”

“Company Credit Agreements” has the meaning set forth in the Equityholders Agreement.

“Company Property” means all assets and property, whether tangible or intangible and whether real, personal or mixed, at any time owned by or held for the benefit of the Company.

“Contribution Time” has the meaning set forth in Section 3.1(b).

“Covered Person” means (a) each Member and each Affiliate of such Member, (b) each director, officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c).

“Effective Date” has the meaning set forth in the Plan.

“Equityholders Agreement” means the Equityholders Agreement, dated as of the date hereof, by and among Station Holdco LLC, a Delaware limited liability company, Station Casinos LLC, a Nevada limited liability company, certain subsidiaries of Station Casinos LLC party thereto, any Person who becomes a subsidiary of Station Casinos LLC on or after the date thereof, Station Voteco LLC, a Delaware limited liability company, each holder of equity interests in Station Voteco LLC, any person who becomes a holder of Station Voteco LLC equity interests on or after the date thereof, each holder of equity interests in Station Holdco LLC and any person who becomes a holder of Station Holdco LLC equity interests on or after the date thereof, each holder of equity interests in a Blockerco (as defined in the Equityholders Agreement), each holder of Debt Interests (as defined in the Equityholders Agreement) in a Permitted Leverage Vehicle (as defined in the Equityholders Agreement) and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.

“Equity Interests” has the meaning set forth in the Equityholders Agreement.

“▇▇▇▇▇▇▇▇ Entertainment” means ▇▇▇▇▇▇▇▇ Entertainment LLC, a Delaware limited liability company.

“▇▇▇▇▇▇▇▇ Director” has the meaning set forth in the Equityholders Agreement.

“Fiscal Year” has the meaning set forth in Section 6.2.

“Gaming Laws” has the meaning set forth in the Equityholders Agreement.

“Holdco” means Station Holdco LLC, a Delaware limited liability company.

“Interest,” when used in reference to an interest in the Company, means the entire interest (as defined in the Act) of the Non-Voting Member in the Company at any particular time, including, without limitation, its ownership interest in the capital, profits, losses and distributions of the Company.  All Interests shall be represented by Units.

“Lender Directors” has the meaning set forth in the Equityholders Agreement.

“Liquidator” has the meaning set forth in Section 10.2(b).

“Major Action” has the meaning set forth in the Equityholders Agreement.

“Member” means each of the Persons that is a member listed on the signature pages hereto, including all Voting Members and the Non-Voting Member, and each other Person that may hereafter become a Substituted Member of the Company in accordance with the terms of this Agreement and the Equityholders Agreement.

“Membership Certificate” has the meaning set forth in Section 3.1(d).

“Mortgage Lenders” means German American Capital Corporation and JPMorgan Chase Bank, N.A. and any successors thereto in their capacities as lenders under that certain Amended and Restated Loan and Security Agreement, dated as of March 19, 2008, as amended, supplemented or otherwise modified in accordance with its terms.

“Non-Competition Agreement” has the meaning set forth in the Equityholders Agreement.

“Non-Voting Member” means the sole Member holding Non-Voting Units. Pursuant to Section 3.1(b), from and after the Contribution Time, Holdco shall hold all Non-Voting Units and be the sole Non-Voting Member.

“New Propco Asset Transfer” means the transfers contemplated by Section V.B.5. of the Plan.

“Non-Voting Units” has the meaning set forth in Section 3.1(b).

“NRS” means the Nevada Revised Statutes.

“NVUCC” has the meaning set forth in Section 3.1(e).

“Opportunity” has the meaning set forth in Section 8.3(b).

“Original Agreement” has the meaning set forth in the recitals hereto.

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

“Plan” has the meaning set forth in the Equityholders Agreement.

“Records Office” means an office of the Company in Nevada, which may but need not be a place of its business, at which it shall keep all records identified in NRS 86.241, except that in lieu of keeping a list of members at the Records Office, the Company may keep a statement with the registered agent, setting forth the name and address of the custodian of such records.

“Regulation” means a Treasury Regulation promulgated under the Code.

“Required Lenders” has the meaning set forth in the Company Credit Agreements.

“Substituted Member” means any Person admitted to the Company as a Substituted Member pursuant to the provisions of Article IX.

“Supermajority” has the meaning set forth in the Equityholders Agreement.

“Tax Distribution Agreement” means the Tax Distribution Agreement, dated as of the date hereof, by and among the Company and Holdco.

“Transfer” has the meaning set forth in the Equityholders Agreement.

“Transferee” has the meaning set forth in the Equityholders Agreement.

“Transferor” has the meaning set forth in the Equityholders Agreement.

“Units” means the Units representing an interest in the Company, which shall be issued in the form of Non-Voting Units and Units representing each Voting Member’s percentage voting rights, which shall be issued in the form of Voting Units.

“Value” of any Company Property as of any date means the fair market value of such Company Property as of such date as determined in good faith by the Board of Managers on a reasonable basis.  Any determination of the Value or of the fair market value of Company Property or an Interest made by the Board of Managers in good faith shall be binding on all of the Members for all purposes under this Agreement.

“Void Transfer” has the meaning set forth in Section 9.1.

“Voteco” means Station Voteco LLC, a Delaware limited liability company.

“Voting Member” means a noneconomic member (as defined in the Act) holding Voting Units.  The Members agree that because the Voting Members have no economic interest in the Company that the Voting Members shall not be treated as partners in the Company for Federal income tax purposes.

“Voting Units” has the meaning set forth in Section 3.1(a).

“Whole Board” means the total number of members of the Board of Managers which the Board of Managers would at the time have if there were no vacancies.

“Withdrawing Member” has the meaning set forth in Section 9.2(d).

Section 2.2             Rules of Interpretation.  Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein).  The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein.  This Agreement is among financially sophisticated and knowledgeable parties and is entered into by the parties in reliance upon the economic and legal bargains contained herein and shall be interpreted and construed in a fair and impartial manner without regard to such factors as the party who prepared, or cause the preparation of, this Agreement or the relative bargaining power of the parties.  Wherever in this Agreement a Member is empowered to take or make a decision, direction, consent, vote, determination, election, action or approval in its capacity as such under this Agreement, such Member is entitled to consider, favor and further such interests and factors as it desires, including its own interests, and has no duty or obligation to consider, favor or further any interest of any other Person, except to the extent provided in other agreements to which such Member is a party.

ARTICLE III

UNITS; CAPITAL CONTRIBUTIONS

Section 3.1             Classes of Units; Unit Certificates.

(a)           A class of Units designated as “Voting Units” is hereby created.  Each holder of Voting Units shall have one vote for each Voting Unit held.  100 Voting Units, representing 100% of the outstanding Voting Units, shall be issued to Voteco on the Effective Date.  Voteco shall be the sole Voting Member.

(b)           A class of Units designated as “Non-Voting Units” is hereby created.  Non-Voting Units shall have all of the rights set forth in this Agreement except the Non-Voting Member shall have no voting rights with respect to its Non-Voting Units.  100 Non-Voting Units, representing 100% of the outstanding Non-Voting Units, shall be issued to Holdco on the Effective Date.  Any additional Non-Voting Units transferred to the Mortgage Lenders in connection with the New Propco Asset Transfers shall be immediately contributed to Holdco (the time of such contribution, the “Contribution Time”).  From and after the Contribution Time, Holdco shall be the sole Non-Voting Member.

(c)           Interests in the Company shall be only issued in the form of Non-Voting Units.  Units issued on account of Capital Contributions shall be issued only in the form of Non-Voting Units.

(d)           The Company shall issue one or more certificates to the Members to evidence the Units in the form attached as Annex I (a “Membership Certificate”).  Each certificate representing a Unit shall (i) be signed on behalf of the Company by the Chief Executive Officer, President or Secretary of the Company and (ii) set forth whether such certificate represents Voting Units or Non-Voting Units and the number of such Units represented thereby.  In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue.  The Membership Certificate shall contain a legend with respect to any restrictions on transfer, as well as all required gaming legends.

(e)           Each Unit in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (the “NVUCC”) (including NRS 104.8102(1)(n)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.  Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the NVUCC, such provision of Article 8 of the NVUCC shall be controlling.  Each Membership Certificate evidencing Units shall bear the following legend:

“This Certificate evidences a limited liability company interest in Station Casinos LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Nevada (including Nevada Revised Statutes 104.8102(1)(n)), and

(ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

No change to this provision shall be effective until all outstanding Membership Certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.

(f)            The Company shall issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the Units in the Company represented by such Membership Certificate, as reflected on the books and records of the Company:

(i)            makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Certificate has been lost, stolen or destroyed;

(ii)           requests the issuance of a new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)          if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Certificate; and

(iv)          satisfies any other reasonable requirements imposed by the Company.

Section 3.2             Capital Contributions.  From time to time, as and when and in the amounts determined by the Board of Managers, the Non-Voting Member shall make Capital Contributions to the Company.

Section 3.3             Interest on Capital Contributions.  No Member shall be entitled to interest from the Company on or with respect to any Capital Contribution.

Section 3.4             Withdrawal and Return of Capital Contributions.  Except as provided in this Agreement, no Member shall be entitled to withdraw any part of such Member’s Capital Contribution or to receive distributions from the Company.

ARTICLE IV

ALLOCATION OF NET INCOME AND NET LOSS

Section 4.1             Net Income and Net Loss.  The Company’s profits and losses for any period shall be allocated to the Non-Voting Member.

Section 4.2             Tax Classification.  It is intended that the Company be disregarded as an entity separate from the Non-Voting Member for Federal and all relevant state and local income tax purposes as provided for by Regulations Section 301.7701-3 and comparable provisions of applicable state tax law.

ARTICLE V

DISTRIBUTIONS

Section 5.1             Distributions Generally.  Subject to the provisions of Sections 5.2 and 5.3, the Company shall make distributions at such times and in such amounts as determined by the Board of Managers and shall make all distributions required to be made pursuant to the Tax Distribution Agreement.  Any such distribution shall be made to the Non-Voting Member.  The Voting Member shall have no right to any distributions under this Agreement.

Section 5.2             Limitations on Distributions.

(a)           Notwithstanding anything herein contained to the contrary, no distribution pursuant to this Agreement shall be made if such distribution would result in a violation of the Equityholders Agreement, the Act or any other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which its assets are bound.

(b)           In the event that a distribution is not made as a result of the application of paragraph (a) of this Section 5.2, all amounts so retained by the Company shall continue to be subject to all of the debts and obligations of the Company.  The Company shall make such distribution (with accrued interest actually earned thereon) as soon as such distribution would not be prohibited pursuant to this Section 5.2.

Section 5.3             Reserves.  The Company may establish reserves in such amounts and for such time periods as the Board of Managers determines reasonably necessary for estimated accrued Company expenses and any contingent, conditional, unmatured or unforeseen Company liabilities or obligations.

ARTICLE VI

BOOKS OF ACCOUNT, RECORDS AND REPORTS, FISCAL YEAR

Section 6.1             Books and Records.  Proper and complete records and books of account shall be kept by the Company in which shall be entered fully and accurately all transactions and other matters relative to the Company’s business as are usually entered into records and books of account maintained by Persons engaged in businesses of a like character.  The Company books and records shall be kept in a manner determined by the Board of Managers in its sole discretion to be most beneficial for the Company.

Section 6.2             Fiscal Year.  The fiscal year of the Company (the “Fiscal Year”) shall be the same as the fiscal year of Holdco; provided, however, that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

ARTICLE VII

POWERS, RIGHTS AND DUTIES OF THE MEMBERS; VOTING

Section 7.1             Limitations.  Other than as set forth in this Agreement, the Members (other than those Members that are also members of the Board of Managers, in their capacity as managers) shall not participate in the management or control of the Company’s business nor shall they transact any business for the Company, nor shall they have the power to act for or bind the Company, said powers being vested solely and exclusively in the Board of Managers.

Section 7.2             Liability.  Subject to the provisions of the Act, no Member shall be liable for the repayment, satisfaction or discharge of any Company liabilities.  No Member shall be personally liable for the return of any portion of the Capital Contributions (or any return thereon) of any other Member.

Section 7.3             Priority.  Except as expressly provided in this Agreement, no Member shall have priority over any other Member as to Company allocations or distributions.

Section 7.4             Voting.  Voteco shall hold all Voting Units and be the only Voting Member.  Any action requiring the affirmative vote of Members under this Agreement, unless otherwise specified herein, may be taken by vote at a meeting or, in lieu thereof, by written consent of Members holding the requisite number of Voting Units.  If expressly required by this Agreement or by applicable law, such written consent shall be unanimous.  Prompt notice of the approval of any action by written consent shall be provided to the Members who did not consent to such action in such written consent.

Section 7.5             Standard of Care.  Any duties (including fiduciary duties) that the Members would otherwise owe in their capacities as Members to one another and to the Company are expressly eliminated and disclaimed by the Company and the Members to the fullest extent permitted by NRS 86.286(5); provided, that the foregoing shall not operate to eliminate the implied covenants of good faith and fair dealing.

ARTICLE VIII

POWERS, RIGHTS AND DUTIES OF THE BOARD OF MANAGERS

Section 8.1             Authority.  Subject to the limitations provided in this Agreement and the Equityholders Agreement, the Board of Managers shall have exclusive and complete authority and discretion to manage the operations and affairs of the Company and to make all decisions and take all actions regarding the business and management of the Company.  Any action authorized by the Board of Managers shall constitute the act of and serve to bind the Company.  Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Board of Managers as set forth in this Agreement.

Section 8.2             Powers and Duties of the Board of Managers.  Except as otherwise specifically provided herein, the Board of Managers, taken as a whole, shall have all rights and powers of a “manager” under the Act, and shall have such authority, rights and powers in the

management of the Company business to do and take any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement.

Section 8.3             Board of Managers.  A Board of Managers shall be established in accordance with the terms of the Equityholders Agreement and the following terms to manage the business and affairs of the Company.

(a)           Meetings, Actions and Committees.  The Board of Managers shall hold meetings and take action pursuant to the terms of the Equityholders Agreement, including with respect to the provisions governing quorum at such meetings, allocation of votes, voting standards, action by written consent, calling and notice of meetings, election of Managers and removal of Managers.  The Board of Managers shall be permitted to form one or more committees in accordance with the terms of the Equityholders Agreement.

(b)           Standard of Care.

(i)            The members of the Board of Managers shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by directors of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that a member of the Board of Managers shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as a member of the Board of Managers, except for liability (A) subject to paragraph (ii) below, for any breach of such member’s duty of loyalty to the Company or the Members or such creditors, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (C) under Section 174 of the General Corporation Law of the State of Delaware, or (D) for any transaction from which such member derived any improper personal benefit.  In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the members of the Board of Managers to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)           Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Members hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in, any matter, transaction or opportunity (including any income or proceeds derived therefrom) (collectively, an “Opportunity”) that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any Lender Director or ▇▇▇▇▇▇▇▇ Director and no such Lender Director or ▇▇▇▇▇▇▇▇ Director shall owe any duty to the Company or any other Member in respect of any such Opportunity; provided, that, in the case of a ▇▇▇▇▇▇▇▇ Director, for so long as the Non-Competition Agreement remains in effect the Company and the Members are renouncing Opportunities only to the extent that ▇▇▇▇▇▇▇▇ Entertainment and its Affiliates are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)          Notwithstanding anything to the contrary set forth in this Agreement, to the extent that members of the Board of Managers have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is a member of the Board of Managers of the Company and that are more expansive than those contemplated by Section 8.3(b), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.3(b).

Section 8.4             Officers, Agents and Employees.

(a)           Appointment and Term of Office.  Subject to applicable Gaming Laws and the terms of the Equityholders Agreement, the Board of Managers may appoint, and may delegate power to appoint, such officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Board of Managers; provided, that such appointments and terms of office shall be made only in accordance with the terms of the Equityholders Agreement.  The names of the Persons initially designated as the officers of the Company are set forth in Schedule 2 of the Equityholders Agreement.  Except for those actions expressly requiring further approval under the Equityholders Agreement or this Agreement, any action taken by an officer of the Company pursuant to authorization of the Board of Managers shall constitute the act of and serve to bind the Company.  Persons dealing with the Company are entitled to rely conclusively on authority of such officers set forth in the authorization of the Board of Managers.

(b)           Resignation and Removal.  Any officer may resign at any time upon written notice to the Company.  Any officer, agent or employee of the Company may be removed by the Board of Managers with or without cause at any time.  The Board of Managers may delegate such power of removal as to officers, agents and employees not appointed by the Board of Managers.

(c)           Compensation.  Subject to the terms of the Equityholders Agreement, the compensation of the officers of the Company shall be fixed by the Board of Managers, but this power may be delegated to any officer in respect of other officers under his or her control.

(d)           Standard of Care.

(i)            The officers of the Company shall owe the same fiduciary duties to the Members and the Company and, as applicable, the creditors of the Company, as are owed by officers of a Delaware corporation to such corporation and the stockholders and, as applicable, the creditors of such corporation; provided, however, that an officer of the Company shall not be personally liable to the Company or the Members or such creditors for monetary damages for breach of fiduciary duty as an officer of the Company, except for liability (A) subject to paragraph (ii) below, for any breach of such officer’s duty of loyalty to the Company or the Members or such creditors, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (C) for any transaction from which such

officer derived any improper personal benefit.  In furtherance of the foregoing, creditors of the Company shall have the express right to bring claims directly or on behalf of the Company for breach of the fiduciary duties of the officers of the Company to the same extent such creditors would have such right if the Company were a Delaware corporation (and if creditors of a Delaware corporation would not have the right to bring any such claim, the creditors of the Company will have no right to bring such claim against the Company).

(ii)           Notwithstanding the foregoing or anything to the contrary in this Agreement, and except as may be otherwise provided in a separate agreement to which such Person is a party or is otherwise bound, to the fullest extent permitted by NRS 86.286(5), the Company and the Members hereby specifically renounce any interest or expectancy in, and any right it or they may have to participate in any Opportunity that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any officer and no such officer shall owe any duty to the Company or any other Member in respect of any Opportunity, provided, that for so long as the Non-Competition Agreement remains in effect the Company and the Members are renouncing Opportunities only to the extent that officers of the Company who are Affiliates of ▇▇▇▇▇▇▇▇ Entertainment are permitted to pursue or participate in those Opportunities under the terms of the Non-Competition Agreement.

(iii)          Notwithstanding anything to the contrary set forth in this Agreement, to the extent that officers of the Company have any fiduciary or similar duties to the Company pursuant to the laws of the State of Nevada or the State of Delaware, whether in law or in equity, that result solely from the fact that such individual is an officer of the Company and that are more expansive than those contemplated by Section 8.4(d), such duties are hereby modified to the extent permitted under the Act to those contemplated by this Section 8.4(d).

Section 8.5             Company Funds.  Company funds shall be held in the name of the Company and shall not be commingled with those of any other Person.  Company funds shall be used only for the business of the Company.

Section 8.6             Limits on the Power of the Board of Managers.  Notwithstanding anything in this Agreement to the contrary, no action shall be taken by the Board of Managers, or by any member of the Board of Managers, officer, agent or employee of the Company, without the written consent or ratification of the specific act by all of the Members, which would cause or permit the Company to knowingly perform any act that would subject any Member to personal liability in any jurisdiction.

Section 8.7             Expenses.  The Company shall pay for all expenses incurred in connection with the operation of the Company’s business.

ARTICLE IX

TRANSFERS OF INTERESTS BY MEMBERS

Section 9.1             Transfer.  No Member may Transfer all or a portion of its Units in the Company (i) without the approval of the Supermajority of the Board of Managers and (ii) other than in accordance with the terms of the Equityholders Agreement and this Article IX.  Any

Transfer or purported Transfer of a Unit in the Company not made in accordance with this Agreement (a “Void Transfer”) shall be null and void and of no force or effect whatsoever.  Any amounts otherwise distributable under Article V or Article X in respect of the Non-Voting Units  in the Company that have been the subject of a Void Transfer may be withheld by the Company until the Void Transfer has been rescinded, whereupon the amount withheld (after reduction by any damages suffered by the Company attributable to such Void Transfer) shall be distributed without interest.

Section 9.2             Transfer of Interests.

(a)           The Transferee of all or any portion of a Member’s Units pursuant to a Transfer made in accordance with the terms of this Agreement and the Equityholders Agreement shall be admitted to the Company as a “Substituted Member.”  Unless a Transferee of a Member’s Units is admitted as a Substituted Member under this Section 9.2(a), such Transferee shall have none of the powers of a Member hereunder and shall have only such rights of an assignee under the Act as are consistent with this Agreement.  No Transferee of a Member’s Units shall become a Substituted Member unless such Transfer shall be made in compliance with this Article IX.

(b)           Notwithstanding anything contained herein to the contrary or in the Equityholders Agreement, but subject in each instance to and in accordance with all applicable Gaming Laws, each Member shall be permitted to pledge or hypothecate any or all of its Units to any lender to the Company (or any lender to an affiliate of the Company) or any agent acting on such lender’s behalf, and any Transfer of such Units pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder except as required by applicable Gaming Laws.  Upon the exercise of remedies in connection with such pledge or hypothecation, (a) such lender (or agent) or Transferee of such lender (or agent), as the case may be, shall, subject to applicable Gaming Laws and the receipt of all applicable Gaming Licenses, become a Member under this Agreement and shall be a Substituted Member and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or Transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, and following such exercise of remedies, subject to applicable Gaming Laws, the pledging Member shall cease to be a Member and shall have no further rights or obligations under this Agreement.  The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the provisions of this Section 9.2.  This Section 9.2 may not be amended or modified so long as any of the Units is subject to a pledge or hypothecation without the pledgee’s (or the Transferee of such pledgee’s) prior written consent.

(c)           Upon the Transfer of all of the Units of a Member and effective upon the admission of its Transferee as a Substituted Member, the Transferor shall be deemed to have resigned from the Company as a Member.

(d)           Upon the death, dissolution, withdrawal or resignation in contravention of Section 10.1 or the bankruptcy of a Member (the “Withdrawing Member”), the Company shall

have the right to treat such Member’s successor(s)-in-interest as assignee(s) of such Member’s Units, with none of the powers of a Member hereunder and with only such rights of an assignee under the Act as are consistent with this Agreement, until such time a replacement member is admitted in accordance with the terms of this Agreement and the Equityholders Agreement.  For purposes of this Section 9.2(d), if a Withdrawing Member’s Units are held by more than one Person (the “Assignees”), the Assignees shall appoint one Person with full authority to accept notices and distributions with respect to such Units in the Company on behalf of the Assignees and to bind them with respect to all matters in connection with the Company or this Agreement.

Section 9.3             Consequences of Transfers Generally.

(a)           In the event of any Transfer or Transfers permitted under this Article IX, the Transferor and the Units that are the subject of such Transfer shall remain subject to this Agreement, and the Transferee shall hold such Units subject to all unperformed obligations of the Transferor.  Any successor or Transferee hereunder shall be subject to and bound by this Agreement as if originally a party to this Agreement.

(b)           Unless a Transferee of a Member’s Units becomes a Substituted Member, such Transferee shall have no right to obtain or require any information or account of Company transactions, or to inspect the Company’s books or to vote on Company matters.  Such a Transfer shall, subject to the last sentence of Section 9.1, merely entitle the Transferee to receive the share of distributions, and profits and losses to which the Transferring Member otherwise would have been entitled.  Each Member agrees that such Member will, upon request of the Board of Managers, execute such certificates or other documents and perform such acts as the Board of Managers deems appropriate after a Transfer of such Member’s Units (whether or not the Transferee becomes a Substituted Member) to preserve the limited liability of the Members under the laws of the jurisdictions in which the Company is doing business.

(c)           The Transfer of a Member’s Interests and the admission of a Substituted Member shall not be cause for dissolution of the Company.

Section 9.4             Interests; Units.  Any Transferee of a Member under this Article IX shall, subject to Section 9.1, succeed to the portion of the Interest and Units so Transferred to such Transferee.

Section 9.5             Additional Filings.  Upon the admission of a Substituted Member pursuant to Section 9.4, the Company shall cause to be executed, filed and recorded with the appropriate governmental agencies such documents (including amendments to this Agreement) as are required to accomplish such substitution.

ARTICLE X

WITHDRAWAL OF MEMBERS; TERMINATION OF COMPANY;
LIQUIDATION AND DISTRIBUTION OF ASSETS

Section 10.1           Resignation of Members.  Except as otherwise specifically permitted in this Agreement (including a transfer permitted in accordance with Section 9.2(b)) or required by

the Equityholders Agreement, a Member may not resign or withdraw from the Company unless agreed to in writing by the disinterested members of the Whole Board.  Any Member resigning, retiring or withdrawing in contravention of this Section 10.1 shall indemnify, defend and hold harmless the Company, the Board of Managers and all other Members (other than a Member who is, at the time of such withdrawal, in default under this Agreement) from and against any losses, expenses, judgments, fines, settlements or damages suffered or incurred by the Company and such other Members arising out of or resulting form such resignation, retirement or withdrawal.

Section 10.2           Dissolution of Company.

(a)           The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following:

(i)            the determination of all of the ▇▇▇▇▇▇▇▇ Directors and all of the Lender Directors to dissolve the Company; or

(ii)           the occurrence of any other event that would make it unlawful for the business of the Company to be continued.

Except as expressly provided herein or as otherwise required by Nevada law, the Members shall have no power to dissolve the Company.

(b)           In the event of the dissolution of the Company for any reason, the Board of Managers or a liquidating agent or committee appointed by the Board of Managers shall act as a liquidating agent (the Board of Managers or such liquidating agent or committee, in such capacity, is hereinafter referred to as the “Liquidator”), and shall commence to wind up the affairs of the Company and to liquidate the Company assets.  The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions.

(c)           The Liquidator shall have all of the rights and powers with respect to the Company Property in connection with the liquidation and termination of the Company that the Board of Managers would have with respect to the property Company Property during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company Property.

(d)           Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such Liquidator shall be compensated for its services to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Board of Managers.

Section 10.3           Distribution in Liquidation.  The Company Property shall be applied in the following order of priority:

(a)           first, to pay the costs and expenses of the winding up, liquidation and termination of the Company;

(b)           second, to creditors of the Company, including Members who are creditors to the extent permitted by law, in the order of priority provided by law, including fees, indemnification payments and reimbursements payable to the Members or their Affiliates, but not including those liabilities for distributions to the Members in their capacity as Members under Section 341 or 331(2) of the Act;

(c)           third, to establish reserves reasonably adequate to meet any and all contingent, conditional, unmatured or unforeseen liabilities or obligations of the Company; provided, however, that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided;

(d)           fourth, to the extent (without duplication) not permitted under clause (b) above, to the Members in satisfaction of liabilities or obligations of the Company to the Members; and

(e)           fifth, the remainder to the Members pursuant to Section 5.1.

If the Liquidator, in its sole discretion, determines that Company Property other than cash is to be distributed, then the Liquidator shall cause the Value of the assets not so liquidated to be determined (with any such determination normally made by the Board of Managers in accordance with the definition of “Value” being made instead by the Liquidator).  Such assets shall be retained or distributed by the Liquidator as follows:

(i)            The Liquidator shall retain assets having a value, net of any liability related thereto, equal to the amount by which the net proceeds of liquidated assets are insufficient to satisfy the requirements of subparagraphs (a), (b), (c) and (d) of this Section 10.3; and

(ii)           The remaining assets shall be distributed to the Members in the manner specified in subparagraph(e) of this Section 10.3.

If the Liquidator, in its sole discretion, deems it neither feasible nor desirable to distribute to each Member its allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Members as the Liquidator shall reasonably determine to be fair and equitable, taking into consideration, inter alia, the Value of such assets and the tax consequences of the proposed distribution upon each of the Members (including both distributees and others, if any).  Any distributions in kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.

Section 10.4           Final Reports.  Within a reasonable time following the completion of the liquidation of all Company Property, the Liquidator shall deliver to each of the Members a statement 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 Section 10.3.

Section 10.5           Rights of Members.  Each Member shall look solely to Company Property for all distributions with respect to the Company and such Member’s Capital Contribution (including return thereof), and such Member’s share of profits or losses thereon, and shall have no recourse therefor (upon dissolution or otherwise) against the other Member or the Board of Managers.  No Member shall have any right to demand or receive property other than cash upon dissolution and termination of the Company.

Section 10.6           Deficit Restoration.  Notwithstanding any other provision of this Agreement to the contrary, upon liquidation of a Member’s Interest in the Company (whether or not in connection with a liquidation of the Company), no Member shall have any liability to restore any deficit that its capital account would have had, had the Company maintained capital accounts.

Section 10.7           Termination.  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 10.3.  Any manager so requested by the Liquidator shall then execute and cause to be filed Articles of Dissolution of the Company.

ARTICLE XI

EXCULPATION

Section 11.1           Exculpation.  No Covered Person shall be personally liable for the return of any portion of the Capital Contributions (or any return thereon) of any Member.  The return of such Capital Contributions (or any return thereon) shall be made solely from the Company’s property.  No Covered Person shall be required to pay any amount to the Company or to any Member upon dissolution of the Company or otherwise.  No Member shall have the right to demand or receive property other than cash for its Interest in the Company.  To the fullest extent permitted under the Act, but subject to Sections 8.3(b) and 8.4(d), no Covered Person shall be liable, responsible or accountable in damages or otherwise to the Company or any Member for any loss incurred as a result of any act or failure to act by such Person on behalf of the Company; provided, that, for the avoidance of doubt, no Covered Person shall have the benefit of this Section 11.1 in respect of such Covered Person’s breach of any contractual agreement with the Company or any other Member or any of its or their Affiliates.

ARTICLE XII

AMENDMENT OF AGREEMENT

Section 12.1           Amendments.  This Agreement may be amended only pursuant to the applicable procedures set forth in the Equityholders Agreement.  In addition, Section 8.3(b)(i) and Section 8.4(d)(i) shall not be modified without the consent of the Required Lenders under each of the Company Credit Agreements or any successors thereto, as such agreements may be amended, modified, supplemented, replaced or refinanced from time to time.

Section 12.2           Amendment of Articles.  In the event that this Agreement is amended pursuant to this Article XII, the Members shall amend the Articles to reflect such change if they deem such amendment of the Articles to be necessary or appropriate.

ARTICLE XIII

MISCELLANEOUS

Section 13.1           Entire Agreement.  This Agreement, together with the Equityholders Agreement, constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes any prior agreement or understandings among them with respect to the subject matter hereof, and it may not be modified or amended in any manner other than as set forth herein.

Section 13.2           Compliance with Equityholders Agreement.  Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions, rights and obligations as set forth in the Equityholders Agreement, and the Company shall comply with the terms of the Equityholders Agreement.  Accordingly, among other restrictions included in the Equityholders Agreement, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by or on behalf of the Members or the Company or the officers or employees of any of the Members or the Company with respect to any Major Action unless the additional approval requirements as set forth in the Equityholders Agreement have been complied with.  Except as expressly provided in Section 9.2(b), if there is a conflict between this Agreement and the Equityholders Agreement, the terms of the Equityholders Agreement shall control.

Section 13.3           Governing Law.  This Agreement shall be governed by and construed under the laws of the State of Nevada, without regard to principles of conflicts of law; provided, however, that any matters governed by the Equityholders Agreement shall be governed by Delaware law without regard to the conflict of laws principles of the State of Delaware.

Section 13.4           Effect.  Except as herein otherwise specifically provided, this Agreement shall be binding upon and inure to the benefit of the Members and their legal representatives, successors and permitted assigns.

Section 13.5           Partial Enforceability.  If any provision of this Agreement, or the application of such provision to any Person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to Persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

Section 13.6           Counterparts.  This Agreement may contain more than one counterpart of the signature page and this Agreement may be executed by the affixing of the signatures of each of the Members to one of such counterpart signature pages.  All of such counterpart signatures pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page.

Section 13.7           Waiver of Partition.  The Members hereby agree that the Company assets are not and will not be suitable for partition.  Accordingly, each of the Members hereby

irrevocably waives any and all rights (if any) that such Member may have to maintain any action for partition of any of such assets.

Section 13.8           No Third-Party Beneficiaries.  Except as set forth in Sections 8.3, 8.4 and 9.2(b) and except for the Covered Persons and the parties to the Equityholders Agreement, this Agreement is not intended to confer upon any Person, except for the parties hereto and their successors and permitted assigns, any rights or remedies hereunder.

Section 13.9           Waiver of Judicial Dissolution.  Each Member agrees that irreparable damage would occur if any Member should bring or have brought on its behalf an action for judicial dissolution of the Company.  Accordingly, each Member accepts the provisions under this Agreement as such Member’s sole entitlement on dissolution of the Company and waives and renounces all rights to seek or have sought for such Member a court decree of dissolution or to seek the appointment by a court of a liquidator for the Company.

Section 13.10         Waiver of Trial by Jury.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH MEMBER HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTER-CLAIM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER.

Section 13.11         Binding Arbitration.  Any dispute, claim or controversy arising out of or relating to this Agreement that cannot be resolved amicably by the parties, including the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Rules of the Court of Chancery of the State of Delaware if it is eligible for such arbitration.  If the dispute claim or controversy is not eligible for such arbitration, it. shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  Any AAA arbitration proceeding shall be conducted in the State of Delaware.  The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief.  However, any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction hereof and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved.  Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

Section 13.12         Notices.  All notices, demands or requests required or permitted under this Agreement must be made in accordance with the notice provision in the Equityholders Agreement.

[Signature Pages Follow]

AMENDED AND RESTATED
OPERATING AGREEMENT OF
STATION CASINOS LLC

IN WITNESS WHEREOF, the undersigned Member has caused this counterpart signature page to the Amended and Restated Operating Agreement of Station Casinos LLC to be duly executed as of the date first above written.

AMENDED AND RESTATED
OPERATING AGREEMENT OF
STATION CASINOS LLC

IN WITNESS WHEREOF, the undersigned Member has caused this counterpart signature page to the Amended and Restated Operating Agreement of Station Casinos LLC to be duly executed as of the date first above written.