STATION CASINOS LLC THE GUARANTORS named herein and COMPUTERSHARE TRUST COMPANY, N.A. as Trustee 4.625% SENIOR NOTES DUE 2031 INDENTURE Dated as of November 26, 2021Supplemental Indenture • November 26th, 2021 • Red Rock Resorts, Inc. • Hotels & motels • New York
INDENTURE dated as of November 26, 2021 among Station Casinos LLC, a Nevada limited liability company (the “Company”), the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association, as trustee.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 9th, 2022 • Red Rock Resorts, Inc. • Hotels & motels • Nevada
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 3, 2022 (the “Effective Date”), by and among STATION CASINOS LLC, a Nevada limited liability company (the “Company”), RED ROCK RESORTS, INC., a Delaware corporation (the “Parent”), and SCOTT KREEGER (the “Executive”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • May 2nd, 2016 • Red Rock Resorts, Inc. • Hotels & motels • Delaware
TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of April 28, 2016 and effective as of immediately prior to the consummation of the IPO (as defined below) (the “Effective Time”), among Red Rock Resorts, Inc., a Delaware corporation (the “Corporation”), Station Holdco LLC, a Delaware limited liability company (the “Company”), and each of the undersigned parties hereto identified as “ Members.” Capitalized terms used but not otherwise defined are defined in or by reference to Section 1.01.
CONSULTING AGREEMENTConsulting Agreement • August 9th, 2017 • Red Rock Resorts, Inc. • 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”).
Underwriting AgreementUnderwriting Agreement • February 12th, 2016 • Red Rock Resorts, Inc. • Hotels & motels • New York
Red Rock Resorts, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of [·] shares of Class A common stock, par value $0.01 per share, of the Company (the “Primary Underwritten Shares”), and the stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [·] shares of Class A common stock, par value $0.01 per share, of the Company (the “Secondary Underwritten Shares” and, together with the Primary Underwritten Shares, the “Underwritten Shares”). In addition, the Company
EXCHANGE AGREEMENTExchange Agreement • May 2nd, 2016 • Red Rock Resorts, Inc. • Hotels & motels • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of April 28, 2016 and effective as of immediately prior to the consummation of the IPO (as defined below) (the “Effective Time”), among Red Rock Resorts, Inc., a Delaware corporation (the “Corporation”), Station Holdco LLC, a Delaware limited liability company (the “Company”), and the Company Unitholders (as defined herein).
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 • February 12th, 2016 • Red Rock Resorts, Inc. • 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2017 • Red Rock Resorts, Inc. • 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”).
RED ROCK RESORTS, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • February 12th, 2016 • Red Rock Resorts, Inc. • Hotels & motels • Delaware
CREDIT AGREEMENT JOINDER AGREEMENTCredit Agreement Joinder Agreement • August 9th, 2017 • Red Rock Resorts, Inc. • 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
SEVENTH AMENDED AND RESTATED MANAGEMENT AGREEMENT BETWEEN THE MATCH-E-BE-NASH- SHE-WISH BAND OF POTTAWATOMI INDIANS OF MICHIGAN AND THE GUN LAKE TRIBAL GAMING AUTHORITY AND MPM ENTERPRISES, L.L.C. DATED AS OF JANUARY 3, 2013Management Agreement • November 23rd, 2015 • Station Casinos Corp. • Hotels & motels
THIS SEVENTH AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of this 3rd day of January, 2013, by and between the MATCH-E-BE-NASH-SHE-WISH BAND OF POTTAWATOMI INDIANS (“MBPI” or “Tribe”), a federally recognized Indian tribe, GUN LAKE TRIBAL GAMING AUTHORITY, a wholly owned, unincorporated instrumentality of the Tribe (“Authority” or “Enterprise”) and MPM ENTERPRISES, L.L.C., a Michigan limited liability company (“MPM” or “Manager”), for the operation of a gaming facility in the state of Michigan. (MBPI, Authority and MPM are hereinafter collectively referred to as the “Parties.”) Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Section 2.
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STATION HOLDCO LLCLimited Liability Company Agreement • May 2nd, 2016 • Red Rock Resorts, Inc. • Hotels & motels • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of STATION HOLDCO LLC (the “Company”), dated as of April 28, 2016, is adopted, executed and agreed to, for good and valuable consideration, by and among the members listed on the Schedule of Members (as defined below), and shall be effective as of the Effective Time (as defined below). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 2.1.
SUPPLEMENTAL INDENTURESupplemental Indenture • August 9th, 2017 • Red Rock Resorts, Inc. • 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”).
RESTRICTED STOCK AWARD AGREEMENT RED ROCK RESORTS, INC.Restricted Stock Award Agreement • May 10th, 2021 • Red Rock Resorts, Inc. • Hotels & motels • Delaware
This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), is made as of [ ] (the “Grant Date”) between Red Rock Resorts, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”), and is made pursuant to the terms of the Company’s 2016 Equity Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
SECOND LOAN MODIFICATION AGREEMENT AND CONSENTSecond Loan Modification Agreement and Consent • March 6th, 2017 • Red Rock Resorts, Inc. • Hotels & motels • New York
THIS SECOND LOAN MODIFICATION AGREEMENT AND CONSENT, dated as of March 3, 2017 (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”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH (in its capacity as a Lender, “Deutsche Bank”), as a Lender and as administrative agent for the Lenders (in its capacity as administrative agent for the Lenders, the “Administrative Agent”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”) as a Lender and as syndication agent (in such capacity, “Syndication Agent”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 9th, 2024 • Red Rock Resorts, Inc. • Hotels & motels • Nevada
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 2, 2024 (the “Effective Date”), by and among STATION CASINOS LLC, a Nevada limited liability company (the “Company”), RED ROCK RESORTS, INC., a Delaware corporation (the “Parent”), and KORD NICHOLS (the “Executive”).
INCREMENTAL JOINDER AGREEMENT NO. 5 AND FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 12th, 2019 • Red Rock Resorts, Inc. • Hotels & motels • New York
This INCREMENTAL JOINDER AGREEMENT NO. 5 AND FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”), dated as of February 8, 2019 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 GUARANTORS party hereto, RED ROCK RESORTS, INC. (“RRR”), STATION HOLDCO LLC (“Holdco”, and together with the Borrower, the Guarantors party hereto and RRR, the “Station Parties”), each of the INCREMENTAL REVOLVING FACILITY LENDERS (as hereinafter defined) party hereto, each of the EXTENDING REVOLVING LENDERS (as hereinafter defined) party hereto, each of the EXTENDING TERM A-3 FACILITY LENDERS (as hereinafter defined) party hereto, each of the L/C LENDERS (as hereinafter defined) party hereto, the SWINGLINE LENDER party hereto and DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as administrative agent under the Existing Credit Agreement referred to below (together with its successor
INCREMENTAL JOINDER AGREEMENT NO. 4 AND FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 21st, 2017 • Red Rock Resorts, Inc. • Hotels & motels • New York
This INCREMENTAL JOINDER AGREEMENT NO. 4 AND FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”), dated as of September 21, 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 GUARANTORS party hereto, RED ROCK RESORTS, INC. (“RRR”), STATION HOLDCO LLC (“Holdco”, and together with the Borrower, the Guarantors party hereto and RRR, the “Station Parties”), each of the INCREMENTAL REVOLVING FACILITY LENDERS (as hereinafter defined) party hereto, each of the INCREMENTAL TERM A-3 FACILITY LENDERS (as hereinafter defined) party hereto, each of the REVOLVING LENDERS party hereto, each of the TERM A FACILITY LENDERS party hereto, each of the TERM A-3 FACILITY LENDERS party hereto, each of the L/C LENDERS (as hereinafter defined) party hereto and DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as administrative agent under the Existing Credit Agreement referred
AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENTTax Receivable Agreement • May 8th, 2019 • Red Rock Resorts, Inc. • Hotels & motels • Delaware
This Amendment No. 1 dated March 28, 2019 (the “Amendment”) to Tax Receivable Agreement (the “Agreement”) dated as of April 28, 2016, is adopted, executed and agreed to, for good and valuable consideration, among Red Rock Resorts, Inc. (the “Corporation”), Station Holdco LLC (the “Company”), Fertitta Business Management LLC (“FBM”), FI Station Investor LLC (“FI Station”) and FBM Sub 1 LLC (“FBM Sub”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Agreement.
RESTRICTED STOCK AWARD AGREEMENT RED ROCK RESORTS, INC. 2016 Equity Incentive PlanRestricted Stock Award Agreement • February 12th, 2016 • Red Rock Resorts, Inc. • Hotels & motels • Delaware
This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), is made as of [ ] (the “Grant Date”) between Red Rock Resorts, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”), and is made pursuant to the terms of the Company’s 2016 Equity Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
FORM OF EXECUTIVE EMPLOYMENT AGREEMENTForm of Executive Employment Agreement • February 12th, 2016 • Red Rock Resorts, Inc. • Hotels & motels • Nevada
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of [ , 2016] (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 Stephen L. Cavallaro (the “Executive”).
AMENDED AND RESTATED GAMING MANAGEMENT AGREEMENT AMONG FEDERATED INDIANS OF GRATON RANCHERIA, A FEDERALLY RECOGNIZED INDIAN TRIBE, GRATON ECONOMIC DEVELOPMENT AUTHORITY, AND SC SONOMA MANAGEMENT, LLC A CALIFORNIA LIMITED LIABILITY COMPANY Dated as of...Gaming Management Agreement • November 23rd, 2015 • Station Casinos Corp. • Hotels & motels
This AMENDED AND RESTATED GAMING MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of this 27th day of July, 2012, by and between the FEDERATED INDIANS OF GRATON RANCHERIA, a federally recognized Indian tribe (the “Tribe”), GRATON ECONOMIC DEVELOPMENT AUTHORITY, a wholly-owned, unincorporated instrumentality of the Tribe (the “Authority”) and SC SONOMA MANAGEMENT, LLC, a California limited liability company (“Manager”).
INCREMENTAL JOINDER AGREEMENT NO. 3Incremental Joinder Agreement • May 10th, 2017 • Red Rock Resorts, Inc. • Hotels & motels • New York
This Incremental Joinder Agreement No. 3, dated as of May 10, 2017 (this “Agreement”), by and among STATION CASINOS LLC, a Nevada limited liability company (the “Borrower”), the Guarantors party hereto, Red Rock Resorts, Inc. (“RRR”), Station Holdco LLC (“Holdco”, and together with the Borrower, the Guarantors party hereto and RRR, the “Station Parties”), each of the INCREMENTAL TERM B 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”).
INTEREST PURCHASE AGREEMENT dated as of May 3, 2021 by and among RRR PALMS LLC, STATION CASINOS LLC, SMGHA NEVADA, LLC and YUHAVIATAM, LLCInterest Purchase Agreement • August 6th, 2021 • Red Rock Resorts, Inc. • Hotels & motels • Nevada
This INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 3, 2021, by and among RRR Palms LLC, a Nevada limited liability company (the “Company”), Station Casinos LLC, a Nevada limited liability company (“Seller”), SMGHA Nevada, LLC, a Nevada limited liability company (“Buyer”) and Yuhaviatam, LLC, a California limited liability Company (“Guarantor”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 8.1 hereof.
AMENDED AND RESTATED NON-GAMING MANAGEMENT AGREEMENT BETWEEN FEDERATED INDIANS OF GRATON RANCHERIA A FEDERALLY RECOGNIZED INDIAN TRIBE, GRATON ECONOMIC DEVELOPMENT AUTHORITY AND NP SONOMA LAND HOLDINGS LLC A CALIFORNIA LIMITED LIABILITY COMPANY Dated...Non-Gaming Management Agreement • November 23rd, 2015 • Station Casinos Corp. • Hotels & motels
This AMENDED AND RESTATED NON-GAMING MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of this 6th day of August, 2012, by and between the FEDERATED INDIANS OF GRATON RANCHERIA, a federally recognized Indian tribe (the “Tribe”), GRATON ECONOMIC DEVELOPMENT AUTHORITY, a wholly-owned, unincorporated instrumentality of the Tribe (the “Authority”) and NP SONOMA LAND HOLDINGS LLC, a California limited liability company, successor in interest to SONOMA LAND HOLDINGS, LLC, a California limited liability company (“Manager”).
AMENDMENT TO INTEREST PURCHASE AGREEMENTInterest Purchase Agreement • October 3rd, 2016 • Red Rock Resorts, Inc. • Hotels & motels • New York
This AMENDMENT TO INTEREST PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of September 30, 2016, by and among FP Holdings, L.P., a Nevada limited partnership (the “Company”), FP VoteCo, L.L.C., a Delaware limited liability company (“VoteCo”) and sole member of Fiesta ParentCo, L.L.C., a Delaware limited liability company (“GP”), FP ParentCo, L.P., a Delaware limited partnership (“Parent” and, together with VoteCo, the “Sellers”), and Station Casinos LLC, a Nevada limited liability company (“Buyer”).
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT RED ROCK RESORTS, INC.Non-Qualified Stock Option Award Agreement • May 10th, 2021 • Red Rock Resorts, Inc. • Hotels & motels • Delaware
This NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), is made as of [ ] (the “Grant Date”) between Red Rock Resorts, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”), and is made pursuant to the terms of the Company’s 2016 Equity Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT RED ROCK RESORTS, INC. 2016 Equity Incentive PlanNon-Qualified Stock Option Award Agreement • February 12th, 2016 • Red Rock Resorts, Inc. • Hotels & motels • Delaware
This NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), is made as of [ ] (the “Grant Date”) between Red Rock Resorts, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”), and is made pursuant to the terms of the Company’s 2016 Equity Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • May 10th, 2017 • Red Rock Resorts, Inc. • Hotels & motels
This Amendment No. 1 (this “Amendment”) to the Third Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of Station Holdco LLC (the “Company”) shall solely be effective as of February 28, 2017. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to such terms in the LLC Agreement.
INCREMENTAL JOINDER AGREEMENT NO. 2 AND THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 3rd, 2017 • Red Rock Resorts, Inc. • Hotels & motels • New York
This INCREMENTAL JOINDER AGREEMENT NO. 2 AND THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of May 2, 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 GUARANTORS party hereto, RED ROCK RESORTS, INC. (“RRR”), STATION HOLDCO LLC (“Holdco”, and together with the Borrower, the Guarantors party hereto and RRR, the “Station Parties”), each of the TERM A-3 FACILITY LENDERS (as hereinafter defined) party hereto, each of the INCREMENTAL TERM A-3 LENDERS (as hereinafter defined) party hereto and DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as administrative agent under the Credit Agreement referred to below (together with its successors and assigns in such capacity, the “Administrative Agent”).
