Station Casinos LLC Sample Contracts

STATION CASINOS LLC THE GUARANTORS named herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 7.50% SENIOR NOTES DUE 2021 INDENTURE Dated as of March 1, 2013
Indenture • March 1st, 2013 • Station Casinos LLC • Hotels & motels • New York

INDENTURE dated as of March 1, 2013 among Station Casinos LLC, a Nevada limited liability company, the Guarantors (as defined) and Wells Fargo Bank, National Association, a national banking association, as trustee.

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CREDIT AGREEMENT Dated as of June 16, 2011 among NP OPCO LLC, as Borrower, DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as Administrative Agent, and THE OTHER LENDERS PARTY HERETO, and DEUTSCHE BANK AG NEW YORK BRANCH, as L/C Issuer, and J.P. MORGAN...
Credit Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 16, 2011, among NP OPCO LLC, a Nevada limited liability company (the “Borrower”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, together with any successor thereto, the “Administrative Agent”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), DEUTSCHE BANK AG NEW YORK BRANCH, as L/C Issuer, J.P. MORGAN SECURITIES LLC, as Syndication Agent (in such capacity, the “Syndication Agent”) and DEUTSCHE BANK SECURITIES INC. and J.P. MORGAN SECURITIES LLC, as Joint Lead Arrangers and Joint Bookrunners (in such capacity, collectively, the “Joint Lead Arrangers” and, individually, a “Joint Lead Arranger”). All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 9th, 2017 • Station Casinos LLC • Hotels & motels • Nevada

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 25, 2017 (the “Execution Date”), by and among STATION CASINOS LLC, a Nevada limited liability company (the “Company”), RED ROCK RESORTS, INC., a Delaware corporation (the “Parent”), and JEFFREY T. WELCH (the “Executive”).

CREDIT AGREEMENT Dated as of March 1, 2013 among STATION CASINOS LLC, as Borrower DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as Administrative Agent, and THE OTHER LENDERS PARTY HERETO, and DEUTSCHE BANK AG NEW YORK BRANCH, as L/C Issuer, MERRILL LYNCH,...
Credit Agreement • March 5th, 2013 • Station Casinos LLC • Hotels & motels • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of March 1, 2013, among STATION CASINOS LLC, a Nevada limited liability company (the “Borrower”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, together with any successor thereto, the “Administrative Agent”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), DEUTSCHE BANK AG NEW YORK BRANCH, as L/C Issuer, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent, Joint Lead Arranger and Joint Book Runner, DEUTSCHE BANK SECURITIES INC., as Joint Lead Arranger and Joint Book Runner, J.P. MORGAN SECURITIES LLC, as Joint Lead Arranger, Joint Book Runner and Co-Documentation Agent, CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arranger, Joint Book Runner and Co-Documentation Agent, and GOLDMAN SACHS LENDING PARTNERS LLC, as Joint Lead Arranger, Joint Book Runner and Co-Documentation Agent. All capitalized terms used herei

MANAGEMENT AGREEMENT for WILD WILD WEST GAMBLING HALL & HOTEL
Management Agreement • February 29th, 2016 • Station Casinos LLC • Hotels & motels • New York

This MANAGEMENT AGREEMENT (this “Agreement”) is executed as of June 16, 2011 (the “Effective Date”), by and between NP TROPICANA LLC, a limited liability company organized under the laws of Nevada (“Owner”), and FE LANDCO MANAGEMENT LLC, a limited liability company organized under the laws of Delaware (“Manager”).

SECOND LIEN CREDIT AGREEMENT Dated as of June 16, 2011 among GVR HOLDCO 1 LLC, as Holdings, STATION GVR ACQUISITION, LLC, as Borrower, THE LENDERS PARTY HERETO and JEFFERIES FINANCE LLC, as Administrative Agent, Syndication Agent and Documentation...
Second Lien Credit Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • New York

This SECOND LIEN CREDIT AGREEMENT (this “Agreement”) is entered into as of June 16, 2011, among GVR HOLDCO 1 LLC, a Nevada limited liability company (“Holdings”), STATION GVR ACQUISITION, LLC, a Nevada limited liability company (the “Borrower”), JEFFERIES FINANCE LLC, as Administrative Agent (in such capacity, together with any successor thereto, the “Administrative Agent”), JEFFERIES FINANCE LLC, as Syndication Agent (in such capacity, the “Syndication Agent”), JEFFERIES FINANCE LLC, as Documentation Agent (in such capacity, the “Documentation Agent”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”) and JEFFERIES FINANCE LLC and GOLDMAN SACHS LENDING PARTNERS LLC, as Joint Lead Arrangers and Joint Book Runners (in such capacity, collectively, the “Joint Lead Arrangers” and, individually, a “Joint Lead Arranger”). All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.

CONSULTING AGREEMENT
Consulting Agreement • August 9th, 2017 • Station Casinos LLC • Hotels & motels • Nevada

THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered as of the 15th day of May, 2017, by and between STATION CASINOS LLC, a Nevada limited liability company (the “Company”), and DANIEL ROY (the “Consultant”).

FIRST AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • March 21st, 2014 • Station Casinos LLC • Hotels & motels

This FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made and entered into as of April 26, 2012 by and between NP TROPICANA LLC, a limited liability company organized under the laws of Nevada, and FE LANDCO MANAGEMENT LLC, a limited liability company organized under the laws of Delaware. Each party named above is hereinafter referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Management Agreement (as defined below).

MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of October 13, 2015 by and among STATION CASINOS LLC (“Purchaser”), FERTITTA BUSINESS MANAGEMENT LLC, LNA INVESTMENTS, LLC, KVF INVESTMENTS, LLC, FE EMPLOYEECO LLC (collectively, “Sellers”), FERTITTA...
Membership Interest Purchase Agreement • October 13th, 2015 • Station Casinos LLC • Hotels & motels • Delaware

This MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of October 13, 2015 is made and entered into by and among (i) Station Casinos LLC, a Nevada limited liability company (“Purchaser”), (ii) Fertitta Business Management LLC, a Nevada limited liability company, LNA Investments, LLC, a Nevada limited liability company, KVF Investments, LLC, a Nevada limited liability company, and FE Employeeco LLC, a Delaware limited liability company (each a “Seller” and collectively the “Sellers”), (iii) Fertitta Entertainment LLC, a Delaware limited liability company (the “Company”), and (iv) Frank J. Fertitta III, an individual (the “Seller Representative”).

FIRST AMENDMENT TO EQUITYHOLDERS AGREEMENT AND JOINDER
Equityholders Agreement • February 29th, 2016 • Station Casinos LLC • Hotels & motels • Delaware

This FIRST AMENDMENT TO EQUITYHOLDERS AGREEMENT AND JOINDER, dated as of July 1, 2012 (this “Amendment”), is entered into by and among (i) Station Holdco LLC, a Delaware limited liability company (“Holdco”); (ii) FI Station Investor LLC, a Delaware limited liability company, (iii) German American Capital Corporation; and (iv) SH Employeeco LLC, a Delaware limited liability company (“Employeeco”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 9th, 2017 • Station Casinos LLC • Hotels & motels • Nevada

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of this 1st day of March, 2017, by and between STATION CASINOS LLC, a Nevada limited liability company (the “Company”), and Joseph J. Hasson (the “Employee”).

FIRST AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • March 21st, 2014 • Station Casinos LLC • Hotels & motels

This FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made and entered into as of November 8, 2011 by and between Station GVR ACQUISITION, LLC, a limited liability company organized under the laws of Nevada, and FE GVR MANAGEMENT LLC, a limited liability company organized under the laws of Delaware. Each party named above is hereinafter referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Management Agreement (as defined below).

CREDIT AGREEMENT JOINDER AGREEMENT
Credit Agreement Joinder Agreement • August 9th, 2017 • Station Casinos LLC • Hotels & motels • New York

This JOINDER AGREEMENT, dated as of July 25, 2017, is made by Palms Leaseco LLC, NP Landco Holdco LLC, NP Tropicana LLC and CV PropCo, LLC (the “Additional Credit Parties”), in favor of Deutsche Bank AG Cayman Islands Branch, as administrative agent (in such capacity, “Administrative Agent”) for the several banks and other financial institutions (“Lenders”) from time to time party to the Credit Agreement, dated as of June 8, 2016 (as amended by that certain First Amendment to Credit Agreement, dated as of January 30, 2017, as modified by that certain Incremental Joinder Agreement, dated as of January 30, 2017, as further amended by that certain Second Amendment to Credit Agreement, dated as of April 5, 2017, as further amended and modified by the Incremental Joinder No. 2 and Third Amendment to Credit Agreement, dated as of May 2, 2017, as further modified by the Incremental Joinder Agreement No. 3, dated as of May 10, 2017, as further amended, amended and restated, supplemented or oth

SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 9th, 2017 • Station Casinos LLC • Hotels & motels • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 25, 2017, by and among Palms Leaseco LLC, a Nevada limited liability company, NP Landco Holdco LLC, a Nevada limited liability company, NP Tropicana LLC, a Nevada limited liability company and CV PropCo, LLC, a Nevada limited liability company (collectively, the “Guarantying Subsidiaries” and each a “Guarantying Subsidiary”), each a subsidiary of Station Casinos LLC, a Nevada limited liability company (the “Company”), the Company, and Wells Fargo Bank, National Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).

SECOND AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • March 21st, 2014 • Station Casinos LLC • Hotels & motels

This SECOND AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made and entered into as of April 26, 2012 by and between STATION GVR ACQUISITION, LLC, a limited liability company organized under the laws of Nevada, and FE GVR MANAGEMENT LLC, a limited liability company organized under the laws of Delaware. Each party named above is hereinafter referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Management Agreement (as defined below).

CREDIT AGREEMENT Dated as of June 16, 2011 among STATION CASINOS LLC as Borrower, DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH JPMORGAN CHASE BANK, N.A. and THE INSTITUTIONS FROM TIME TO TIME PARTY HERETO as Lenders DEUTSCHE BANK AG NEW YORK BRANCH as L/C...
Credit Agreement • October 21st, 2011 • Station Casinos LLC • Hotels & motels • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 16, 2011 among STATION CASINOS LLC, a Nevada limited liability company (the “Borrower”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, together with any successor thereto, the “Administrative Agent”), DEUTSCHE BANK AG NEW YORK BRANCH, as L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”). All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.

CREDIT AGREEMENT Dated as of September 28, 2012 among NP OPCO LLC and STATION GVR ACQUISITION, LLC jointly and severally, as Borrower, DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as Administrative Agent, and THE OTHER LENDERS PARTY HERETO, and DEUTSCHE...
Credit Agreement • October 2nd, 2012 • Station Casinos LLC • Hotels & motels • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of September 28, 2012, among NP OPCO LLC, a Nevada limited liability company (“Opco”), Station GVR Acquisition, LLC, a Nevada limited liability company (“GVR” and, jointly and severally with Opco, the “Borrower”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, together with any successor thereto, the “Administrative Agent”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), DEUTSCHE BANK AG NEW YORK BRANCH, as L/C Issuer, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent, Joint Lead Arranger and Joint Book Runner, DEUTSCHE BANK SECURITIES INC., as Joint Lead Arranger and Joint Book Runner, J.P. MORGAN SECURITIES LLC, as Joint Lead Arranger, Joint Book Runner and Co-Documentation Agent and CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arranger, Joint Book Runner and Co-Documentation Agent. All capitalized terms u

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 6th, 2017 • Station Casinos LLC • Hotels & motels • New York

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of April 5, 2017 and effective as of the Effective Date (as hereinafter defined), is made and entered into by and among STATION CASINOS LLC, a Nevada limited liability company (the “Borrower”), the other Station Parties (as hereinafter defined), each of the Lenders (as hereinafter defined) party hereto, DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as swingline lender under the Credit Agreement referred to below (in such capacity, the “Swingline Lender”), and DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as administrative agent under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”).

THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels

This THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of April 29, 2011 by and among Station Casinos, Inc., a Nevada corporation (“SCI”), those Subsidiaries of SCI listed in Annex I and FG Opco Acquisitions LLC, a Delaware limited liability company. Each party named above is a “Party”, and collectively are referred to as the “Parties”. Capitalized terms used but not defined herein shall have the meanings provided in the APA.

AMENDED AND RESTATED OPERATING AGREEMENT OF STATION CASINOS LLC
Operating Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • Nevada
AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • October 2nd, 2012 • Station Casinos LLC • Hotels & motels • New York

THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of September 28, 2012, is entered into by and among Station Casinos LLC (the “Borrower”), the financial institutions party hereto as Lenders (collectively, the “Lenders”), Deutsche Bank AG New York Branch, as L/C Issuer (the “L/C Issuer”), and Deutsche Bank AG Cayman Islands Branch, as Administrative Agent (the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Credit Agreement referenced below.

FIRST LOAN MODIFICATION AGREEMENT AND OMNIBUS AMENDMENT
Loan Modification Agreement • July 20th, 2016 • Station Casinos LLC • Hotels & motels • New York

THIS FIRST LOAN MODIFICATION AGREEMENT AND OMNIBUS AMENDMENT, dated as of July 18, 2016 (this “Modification Agreement”) is entered into by and among CV PROPCO, LLC, a Nevada limited liability company (“Borrower”), NP TROPICANA LLC, a Nevada limited liability company (“Leasehold Holder”), NP LANDCO HOLDCO LLC, a Nevada limited liability company (“Holdco”), THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT (collectively and severally, the “Lenders”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH (“Deutsche Bank”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”) as syndication agent (in such capacity, “Syndication Agent”).

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SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels

This SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of March 29, 2011 by and among Station Casinos, Inc., a Nevada corporation (“SCI”), those Subsidiaries of SCI listed in Annex I and FG Opco Acquisitions LLC, a Delaware limited liability company. Each party named above is a “Party”, and collectively are referred to as the “Parties”. Capitalized terms used but not defined herein shall have the meanings provided in the APA.

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 30th, 2017 • Station Casinos LLC • Hotels & motels • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of January 30, 2017 and effective as of the Effective Date (as hereinafter defined), is made and entered into by and among STATION CASINOS LLC, a Nevada limited liability company (the “Borrower”), the other Station Parties (as hereinafter defined), each of the Lenders (as hereinafter defined) party hereto and DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as administrative agent under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”).

THIRD AMENDMENT TO MANAGEMENT AGREEMENT (Station GVR Acquisition, LLC)
Management Agreement • March 21st, 2014 • Station Casinos LLC • Hotels & motels

This THIRD AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made and entered into as of April 25, 2013 by and between STATION GVR ACQUISITION, LLC, a limited liability company organized under the laws of Nevada, and FE GVR MANAGEMENT LLC, a limited liability company organized under the laws of Delaware. Each party named above is hereinafter referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Management Agreement (as defined below).

FIRST AMENDMENT TO GROUND LEASE AND SUBLEASE
Ground Lease and Sublease • June 23rd, 2011 • Station Casinos LLC • Hotels & motels

This FIRST AMENDMENT TO GROUND LEASE AND SUBLEASE (this “First Amendment”) is entered into this 30th day of June, 1995 by and between KB ENTERPRISES (“Landlord”) and BOULDER STATION, INC., a Nevada corporation (“Tenant”).

ASSET PURCHASE AGREEMENT among STATION CASINOS, INC., those Subsidiaries of Station Casinos, Inc. listed in Annex I, and FG OPCO ACQUISITIONS LLC Dated as of June 7, 2010
Asset Purchase Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • New York

ASSET PURCHASE AGREEMENT, dated as of June 7, 2010 (this “Agreement”), among Station Casinos, Inc., a Nevada corporation (“SCI”), those Subsidiaries of SCI listed in Annex I and Purchaser (as defined below).

SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF STATION CASINOS LLC
Operating Agreement • May 2nd, 2016 • Station Casinos LLC • Hotels & motels • Nevada
FIRST AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • May 15th, 2012 • Station Casinos LLC • Hotels & motels

This FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made and entered into as of April 26, 2012 by and between NP OPCO LLC, a limited liability company organized under the laws of Nevada (“Owner”), and FE OPCO MANAGEMENT LLC, a limited liability company organized under the laws of Delaware. Each party named above is hereinafter referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Management Agreement (as defined below).

MANAGEMENT AGREEMENT for Fiesta Henderson Casino Hotel Fiesta Rancho Casino Hotel Gold Rush Casino Lake Mead Casino Santa Fe Station Hotel & Casino Texas Station Gambling Hall & Hotel Wildfire Casino—Boulder Wildfire Casino—Rancho Barley’s Casino &...
Management Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • New York

This MANAGEMENT AGREEMENT (this “Agreement”) is executed as of June 16, 2011 (the “Effective Date”), by and between NP OPCO LLC, a limited liability company organized under the laws of Nevada (“Owner”), and FE OPCO MANAGEMENT LLC, a limited liability company organized under the laws of Delaware (“Manager”).

EQUITYHOLDERS AGREEMENT Dated as of June 16, 2011
Equityholders Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • Delaware

This EQUITYHOLDERS AGREEMENT, dated as of June 16, 2011, is entered into by and among (i) Station Holdco LLC, a Delaware limited liability company (“Holdco”); (ii) Station Casinos LLC, a Nevada limited liability company (“New Propco”); (iii) GVR Holdco 1 LLC, GVR Holdco 2 LLC, Station GVR Acquisition, LLC, NP Boulder LLC, NP Development LLC, NP Palace LLC, NP Red Rock LLC, NP Sunset LLC, NP Landco Holdco LLC (“New Propco Landco”), NP IP Holdings LLC (“IP Holdco”), NP Opco Holdings LLC, NP Opco LLC (“New Opco”), NP Centerline Holdings LLC, NP Durango LLC, NP FH Excess LLC, NP Fiesta LLC, NP Gold Rush LLC, NP Green Valley LLC, NP Hanger Leaseco LLC, NP Horizon Park LLC, NP Inspirada LLC, NP Lake Mead LLC, NP LML LLC, NP Magic Star LLC, NP Mt. Rose LLC, NP Northern NV Acquisitions LLC, NP Past Enterprises LLC, NP Rancho LLC, NP Reno Convention Center LLC, NP River Central LLC, NP ROTMA LLC, NP Santa Fe LLC, NP Steamboat LLC, NP Sunset Lindell LLC, NP Texas LLC, NP Town Center, Palms Stati

SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT
Credit Agreement • May 15th, 2012 • Station Casinos LLC • Hotels & motels • New York

This SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT (collectively, this “Second Amendment”) is entered into as of May 4, 2012, by and among NP Opco LLC (the “Borrower”), the Lenders (as defined below) party hereto, and Deutsche Bank AG Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.

GROUND LEASE
Ground Lease • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • Nevada

THIS GROUND LEASE (this “Lease”) made this 1st day of June, 1995, by and between TEXAS GAMBLING HALL & HOTEL, INC., a Nevada corporation (“Landlord”), and STATION CASINOS, INC., a Nevada corporation (“Tenant”).

LEASE AMENDMENT NO. 1
Lease Amendment • June 23rd, 2011 • Station Casinos LLC • Hotels & motels

WHEREAS, Station Casinos, Inc. (“Lessee”) and Texas Gambling Hall & Hotel, Inc. (“Landlord”) have entered in a Ground Lease and Sublease dated June 1, 1995 (the “Lease”);

FIRST AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • May 15th, 2012 • Station Casinos LLC • Hotels & motels

This FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made and entered into as of April 26, 2012 by and between STATION CASINOS LLC, a limited liability company organized under the laws of Nevada (“Owner”), and FE PROPCO MANAGEMENT LLC, a limited liability company organized under the laws of Delaware. Each party named above is hereinafter referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Management Agreement (as defined below).

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