Capital Contribution .  “Capital Contribution” means a contribution to the capital of the Company in cash, property, or otherwise.

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 Advertising Agency LLC, a Delaware 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.

Interest .  “Interest” means 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.

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.

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 Delaware and any other applicable state or jurisdiction.

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

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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 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 Nevada Revised Statutes and the Act, the Company has been converted from a Nevada corporation into a Delaware limited liability company. 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 Advertising Agency 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           Principal Office .  As of the Effective Date, the principal place of business of the Company is 2000 Las Vegas Blvd. South, Las Vegas, Nevada. This principal 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           Regis