EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 12th, 2004 • Station Casinos Inc • Services-miscellaneous amusement & recreation • Nevada
On this day of , , before me, a Notary Public of the State of , personally appeared , to me known and known to me to be the person described and who executed the foregoing release and did then and there acknowledge to me that he voluntarily executed the same.
COMPLETION GUARANTYCompletion Guaranty • March 12th, 2004 • Station Casinos Inc • Services-miscellaneous amusement & recreation • California
This Completion Guaranty is made as of December 22, 2003 by Station Casinos, Inc., a Nevada corporation (“Station”), GCR Gaming, LLC, a Nevada limited liability company (“GCR Gaming”), and GV Ranch Station, Inc., a Nevada corporation (“GV Ranch Station”), jointly and severally in favor of Bank of America, N.A., as Administrative Agent for the benefit of the Lenders under the Amended and Restated Loan Agreement described below. Station, GCR Gaming and GV Ranch Station are each referred to herein as a “Completion Guarantor” and collectively, as “Completion Guarantors”. Capitalized terms used but not defined herein shall have the meanings defined for those terms in the Loan Agreement described below.
EXECUTION AMENDED AND RESTATED LOAN AGREEMENT Dated as of December 22, 2003 among GREEN VALLEY RANCH GAMING, LLC The Lenders and Syndication Agent herein named and BANK OF AMERICA, N.A., as Administrative Agent BANC OF AMERICA SECURITIES LLC and WELLS...Loan Agreement • March 12th, 2004 • Station Casinos Inc • Services-miscellaneous amusement & recreation • California
This AMENDED AND RESTATED LOAN AGREEMENT is entered into by and among Green Valley Ranch Gaming, LLC, a Nevada limited liability company (together with its successors and permitted assigns, the “Borrower”), Wells Fargo Bank, N.A., as Syndication Agent and Joint Lead Arranger and book manager (“Wells Fargo”), each lender whose name is set forth on the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement pursuant to Section 12.8 (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Administrative Agent. While not a party hereto, Banc of America Securities LLC, along with Wells Fargo, has served as Joint Lead Arranger and book manager for the credit facilities described herein. Borrower, Administrative Agent and the other Lenders, covenant and agree with reference to the following facts:
April 1, 2002Station Casinos Inc • March 12th, 2004 • Services-miscellaneous amusement & recreation • Nevada
This letter (the “Agreement”) sets forth the revised terms and conditions pursuant to which Station Casinos, Inc. (the “Company”) has decided to award you a Long-Term Stay-On Performance Incentive Payment (the “LTSO Payment”). This Agreement supercedes and replaces that letter agreement dated April 1, 1999 (the “Former Agreement”) between the Company and you regarding the LTSO Payment, and the Former Agreement shall no longer be of any force or effect.
AMENDMENT NO. 2 TO LOAN AGREEMENTLoan Agreement • March 12th, 2004 • Station Casinos Inc • Services-miscellaneous amusement & recreation
This Amendment No. 2 to Loan Agreement (this “Amendment”) dated as of December 17, 2003 is entered into with reference to the Loan Agreement dated as of January 24, 2003 among The United Auburn Indian Community, a federally recognized Indian tribe (“Borrower”), the Lenders referred to therein, Wells Fargo Bank, N.A., as Syndication Agent, and Bank of America, N.A., as Administrative Agent (as heretofore amended by an Amendment No. 1 dated as of July 23, 2003, the “Loan Agreement”), with reference to the following facts:
SECOND AMENDMENT TO OPERATING AGREEMENT GREEN VALLEY RANCH GAMING, LLCOperating Agreement • March 12th, 2004 • Station Casinos Inc • Services-miscellaneous amusement & recreation
THIS SECOND AMENDMENT TO OPERATING AGREEMENT (this “Second Amendment”) is dated as of December 19, 2003 (the “Effective Date”), among Green Valley Ranch Gaming, LLC, a Nevada limited liability company (the “Company”), GCR Gaming, LLC, a Nevada limited liability company (“GCR”), GV Ranch Station, Inc., a Nevada corporation (“Station”), and a wholly-owned subsidiary of Station Casinos, Inc., a Nevada corporation (“Parent”), and Station in its capacity as the Manager. GCR Gaming Guarantor, LLC, a Nevada limited liability company (“GCR Guarantor”), and Parent have executed and joined in this Second Amendment for the purposes set forth below.
AMENDED AND RESTATED MAKE-WELL AGREEMENTMake-Well Agreement • March 12th, 2004 • Station Casinos Inc • Services-miscellaneous amusement & recreation • California
This Amended and Restated Make-Well Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of December 22, 2003, by Station Casinos, Inc., a Nevada corporation (“Station”), GCR Gaming, LLC, a Nevada limited liability company (“GCR Gaming”), and GV Ranch Station, Inc., a Nevada corporation (“GV Ranch Station”), jointly and severally, in favor of Bank of America, N.A., as Administrative Agent for the benefit of the Lenders under the Loan Agreement described below. Station, GCR Gaming and GV Ranch Station are each referred to herein as a “Obligor” and collectively, as “Obligors”. This Agreement amends and restates in its entirety the Make-Well Agreement dated as of September 18, 2001 made by the Obligors in favor of the Administrative Agent and the lenders under the Existing Loan Agreement (the “Prior Make-Well”).
AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 12th, 2004 • Station Casinos Inc • Services-miscellaneous amusement & recreation • California
This Amendment No. 3 to Amended and Restated Loan Agreement (this “Amendment”) dated as of December 18, 2003 is entered into among Palace Station Hotel & Casino, Inc., a Nevada corporation (“Palace”), Boulder Station, Inc., a Nevada corporation (“Boulder”), Texas Station, LLC, a Nevada limited liability company (“Texas”), Santa Fe Station, Inc., a Nevada corporation (“Santa Fe”), Sunset Station, Inc., a Nevada Corporation (“Sunset”), Lake Mead Station Holdings, LLC, a Nevada limited liability company (“Lake Mead Holdings”), Lake Mead Station, Inc., a Nevada corporation (“Lake Mead”), Fiesta Station Holdings, LLC, a Nevada limited liability company (“Fiesta Holdings”), Fiesta Station, Inc., a Nevada corporation (“Fiesta” and, collectively with Palace, Boulder, Texas, Santa Fe, Sunset, Lake Mead Holdings, Lake Mead and Fiesta Holdings, the “Borrowers”), Station Casinos, Inc. (“Parent”), and Bank of America, N.A., as Administrative Agent (“Administrative Agent”), with reference to the Ame
