December 2, 2006 Fertitta Colony Partners LLC 2960 West Sahara Avenue Las Vegas NV 89102 Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger (the “Agreement”) to be entered into by and among Station Casinos, Inc. (the...Fertitta Frank J Iii • December 4th, 2006 • Nevada
This letter agreement shall become effective concurrently with the execution and delivery of the Agreement by each party thereto.
JOINT FILING AGREEMENTJoint Filing Agreement • October 19th, 2007 • Fertitta Frank J Iii
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 8th, 2007 • Fertitta Frank J Iii • Nevada
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into this 4th day of May, 2007 by and between Fertitta Colony Partners LLC, a Nevada limited liability company (“Assignor”), and Fertitta Partners LLC, a Nevada limited liability company (“Assignee”), and is agreed to and acknowledged by Frank J. Fertitta III, Lorenzo J. Fertitta, BLS Family Investments, LLC, a Nevada limited liability company, and The Blake L. Sartini and Delise F. Sartini Family Trust (collectively, the “Contributing Stockholders”).
FC INVESTOR, LLC c/o Colony Capital, LLC 1999 Avenue of the Stars Suite 1200 Los Angeles, CA 90067Fertitta Frank J Iii • December 4th, 2006 • Nevada
This letter agreement shall become effective concurrently with the execution and delivery of the Agreement by each party thereto.
JOINT FILING AGREEMENTJoint Filing Agreement • November 10th, 2008 • Fertitta Frank J Iii
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
TRANSFER RESTRICTION AGREEMENTTransfer Restriction Agreement • November 13th, 2007 • Fertitta Frank J Iii • Nevada
This Transfer Restriction Agreement (this “Agreement”) is made as of November 7, 2007 by and among Thomas J. Barrack, Jr. (“Mr. Barrack”), Frank J. Fertitta III and Lorenzo J. Fertitta (together, the “Fertitta Members,” and together with Mr. Barrack, the “VoteCo Members”), FCP VoteCo, LLC, a Nevada limited liability company (“VoteCo”), FCP Holding, Inc., a Nevada corporation (“FCP Holding”), and Fertitta Partners LLC, a Nevada limited liability company (“Fertitta Partners” and together with FCP Holding, the “Non-Voting Holders”).
JOINT FILING AGREEMENTJoint Filing Agreement • November 13th, 2007 • Fertitta Frank J Iii
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
December 2, 2006 Fertitta Colony Partners LLC 2960 West Sahara Avenue Las Vegas NV 89102 Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger (the “Agreement”) to be entered into by and among Station Casinos, Inc. (the...Fertitta Frank J Iii • December 4th, 2006 • Nevada
This letter agreement shall become effective concurrently with the execution and delivery of the Agreement by each party thereto.
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 8th, 2007 • Fertitta Frank J Iii • Nevada
This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of this 4th day of May 2007, by and among Station Casinos, Inc., a Nevada corporation, Fertitta Colony Partners LLC, a Nevada limited liability company (“Parent”), and FCP Acquisition Sub, a Nevada corporation and wholly-owned subsidiary of Parent (“Merger Sub”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 4th, 2006 • Fertitta Frank J Iii
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
December 2, 2006 Fertitta Colony Partners LLC 2960 West Sahara Avenue Las Vegas NV 89102 Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger (the “Agreement”) to be entered into by and among Station Casinos, Inc. (the...Agreement and Acceptance On • December 4th, 2006 • Fertitta Frank J Iii • Nevada
This letter agreement shall become effective concurrently with the execution and delivery of the Agreement by each party thereto.
FORM OF EQUITYHOLDERS AGREEMENTEquityholders Agreement • October 19th, 2007 • Fertitta Frank J Iii • Nevada
This EQUITYHOLDERS AGREEMENT (this “Agreement”) of Station Casinos, Inc., a Nevada corporation (“Station”), Fertitta Colony Partners LLC, a Nevada limited liability company (“FCP”), and Fertitta Partners LLC, a Nevada limited liability company (“Fertitta Partners”), dated as of , 2007, is entered into by and among Station, FCP, Fertitta Partners, FCP Holding, Inc., a Nevada corporation (“Holding”), FCP VoteCo LLC, a Nevada limited liability company (“FCP VoteCo”, and, together with Holding and Fertitta Partners, the “Station Stockholders”) and the Members of FCP and Fertitta Partners listed on the signature pages hereof (the “Members”, and together with the Station Stockholders, the “Equityholders”). Capitalized terms used herein and not otherwise defined herein has the meanings set forth in Section 1.1.
