Code .  “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any corresponding United States federal tax statute enacted after the Effective Date.  A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after the Effective Date, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

Company .  “Company” means Stratosphere Gaming LLC, a Nevada limited liability company.

Covered Person .  “Covered Person” means the Member, any officer of the Company and any other Person designated by the Member as a Covered Person, or any Person who was, at the time of the act or omission in question, a Member, an officer of the Company or a Person designated by a Member as a Covered Person.

Gaming Authorities .  “Gaming Authorities” means those national, state, local and other governmental, regulatory and administrative authorities, agencies, boards and officials responsible for or involved in the regulation of gaming or gaming activities in any jurisdiction and, within the State of Nevada, specifically, the Nevada Gaming Commission, the Nevada State Gaming Control Board, and the Clark County Liquor and Gaming Licensing Board.

Gaming Laws .  “Gaming Laws” means those laws, rules and regulations pursuant to which any Gaming Authorities possess regulatory, licensing or permit authority over the conduct of gaming by the Company or any Affiliate or the ownership of an interest therein and, specifically, as applicable, the Nevada Gaming Control Act, as codified in NRS Chapter 463, the regulations of the Nevada Gaming Authorities promulgated thereunder, the Clark County Code and the City of Las Vegas Municipal Code.

Gaming Licenses .  “Gaming Licenses” means all licenses, permits, approvals, authorizations, registrations, findings of suitability, franchises, entitlements, waivers and exemptions issued by any Gaming Authority necessary for or relating to the conduct of activities or the ownership of an interest in an entity that conducts activities under the Gaming Laws.

Interest .  “Interest” means the member’s interest (as defined in the Act) and the entire ownership interest of the Member in the Company at any time, including the right of the Member to any and all benefits to which the Member may be entitled as provided under the Act and this Agreement.

Member .  “Member” means Stratosphere LLC, the sole member of the Company.  As of the Effective Date, immediately after the conversion of the Company, the Member was converted from Stratosphere Corporation, a Delaware corporation, into Stratosphere LLC, a Delaware limited liability company. The Member’s name, address and ownership interest are as set forth on Schedule I attached hereto.

NRS .  “NRS” means the Nevada Revised Statutes.

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Person .  “Person” means a natural person, any form of business or social organization and any other non-governmental legal entity including, but not limited to, a corporation, partnership, association, trust, unincorporated organization, estate or limited liability company.

Records Office .  “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 none of the lists required to be maintained pursuant to NRS 86.241 need be maintained in alphabetical order, nor shall the Company be required to maintain at its Records Office copies of powers of attorney except those relating to the execution of the Articles and this Agreement.

Regulations .  “Regulations” means the regulations currently in force from time to time as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code.  If a word or phrase is defined in this Agreement by cross-referencing the Regulations, then to the extent the context of this Agreement and the Regulations require, the term “Member” shall be substituted in the Regulations for the term “partner”, the term “Company” shall be substituted in the Regulations for the term “partnership”, and other similar conforming changes shall be deemed to have been made for purposes of applying the Regulations.

UCC .  “UCC” means the Uniform Commercial Code as enacted and in effect in the State of Nevada and any other applicable state or jurisdiction.

Unsuitable Person .  “Unsuitable Person” means a manager, director, officer, agent or employee of the Company or an Affiliate of such Person, (i) who is denied a Gaming License by any Gaming Authority, disqualified from eligibility for a Gaming License, determined to be unsuitable to own or control an Interest or determined to be unsuitable to be connected with a Person engaged in gaming activities in any jurisdiction by a Gaming Authority, or (ii) whose continued involvement in the business of the Company or Affiliate of the Company as a manager, director officer, agent or employee (A) causes the Company or any Affiliate of the Company to lose or to be threatened with the loss of any Gaming License, or (B) is deemed likely, in the sole and absolute discretion of the Member, based on verifiable information or information received from the Gaming Authorities, to jeopardize or adversely affect the likelihood that the Gaming Authorities will issue a Gaming License to the Company or any Affiliate of the Company or to adversely affect the Company’s or any such Affiliate’s use of or entitlement to any Gaming License.

1.2           Terms and Usage Generally .  All references herein to articles, sections, exhibits and schedules shall be deemed to be references to articles and sections of, and exhibits and schedules to, this Agreement unless the context shall otherwise require.  All exhibits and schedules attached hereto shall be deemed incorporated herein as if set forth in full herein.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  References to a Person are also to his, her or its successors and permitted assigns.  Unless otherwise expressly provided herein, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument defined or referred to

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herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes, and references to all attachments thereto and instruments incorporated therein.

ARTICLE II
INTRODUCTORY MATTERS

2.1                                  Formation .  Pursuant to the NRS, the Company has been converted from a Nevada corporation into a Nevada limited liability company under the laws of the State of Nevada.  To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2                                  Name .  The name of the Company shall be “Stratosphere Gaming LLC.”  Subject to compliance with applicable law, the business and affairs of the Company may be conducted under that name or any other name that the Member deems appropriate or advisable.

2.3                                  Records Office .  The Company shall continuously maintain in the State of Nevada a Records Office.  As of the Effective Date, the Records Office is 2000 Las Vegas Blvd. South, Las Vegas, Nevada.  The Records Office may be changed to another location within the State of Nevada as the Member may from time to time determine.

2.4                                  Other Offices .  The Company may establish and maintain other offices at any time and at any place or places as the Member may designate or as the business of the Company may require.

2.5                                  Resident Agent and Registered Office .  The resident agent of the Company for service of process shall be as set forth in the Articles or as changed by the Member from time to time.  The Company shall have as its registered office in the State of Nevada the street address of its resident agent.

2.6                                  Purpose .  The purpose and general nature of the business to be conducted by the Company is to operate, manage and conduct gaming in a gaming casino or other gaming facilities in the State of Nevada.  The Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Nevada.

2.7                                  Powers of the Company .  The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

(a)           borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(b)           conduct its business and operations in any state, territory, district or possession of the United States or in any foreign country;

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(c)           conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States or in any foreign country;

(d)           acquire, by purchase, lease, contribution of property or otherwise, and own, hold, maintain, improve, finance, lease, sell, convey, transfer, exchange, demolish or dispose of any real or personal property;

(e)           enter into guarantees and incur liabilities, borrow money at such rates of interest as the Company may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its real or personal property, franchises, and income;

(f)            negotiate, enter into, perform, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to contracts of any kind, including without limitation, contracts with the Member or any Affiliate of the Member;

(g)           purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares, members’ interests or other interests in or obligations of domestic or foreign entities, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of it;

(h)           lend money (including to its Member), invest and reinvest its funds and take and hold real and personal property for the payment of funds so loaned or invested;

(i)            sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(j)            appoint employees, agents and officers of the Company, and define their duties and fix their compensation;

(k)           indemnify any Person and obtain any and all types of insurance;

(l)            cease its activities and cancel its insurance;

(m)          pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Compan