AGREEMENT AND PLAN OF MERGER BY AND AMONG STATION CASINOS, INC., FERTITTA COLONY PARTNERS LLC AND FCP ACQUISITION SUB February 23, 2007Merger Agreement • February 26th, 2007 • Station Casinos Inc • Services-miscellaneous amusement & recreation • Nevada
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 23rd day of February, 2007 by and among Station Casinos, Inc., a Nevada corporation (the “Company”), Fertitta Colony Partners LLC, a Nevada limited liability company (“Parent”), and FCP Acquisition Sub, a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
LIMITED GUARANTEELimited Guarantee • February 26th, 2007 • Station Casinos Inc • Services-miscellaneous amusement & recreation • Nevada
Limited Guarantee, dated as of February 23, 2007 (this “Limited Guarantee”), by Colony Investor VII, L.P., a Delaware limited partnership (“Colony VII”), Colony Investor VIII, L.P., a Delaware limited partnership (“Colony VIII”) and Colony Parallel Investors VIII Holdings, L.P., a Delaware limited partnership (“Colony Parallel VIII” and together with Colony VII and Colony VIII, the “Guarantors”), in favor of Station Casinos, Inc., a Nevada corporation (the “Guaranteed Party”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • February 26th, 2007 • Station Casinos Inc • Services-miscellaneous amusement & recreation • Nevada
THIS VOTING AGREEMENT (this “Agreement”) is dated as of February 23, 2007, by and among Station Casinos, Inc., a Nevada corporation (the “Company”) (except with respect to Section 2.01(C), 2.01(D), 2.01(E), 2.01(F) or 4.04 below) Fertitta Colony Partners LLC, a Nevada limited liability company (“Parent”), and the Persons executing this Agreement as “Contributing Stockholders” on the signature page hereto (each, a “Contributing Stockholder” and, collectively, the “Contributing Stockholders”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 26th, 2007 • Station Casinos Inc • Services-miscellaneous amusement & recreation • Nevada
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of February 23, 2007 (the “Effective Date”), by and among BOULDER STATION, INC., a Nevada corporation (“Boulder Station”), FIESTA STATION HOLDINGS, LLC, a Nevada limited liability company (“Fiesta Station”), LAKE MEAD STATION HOLDINGS, LLC, a Nevada limited liability company (“Lake Mead Station”), PALACE STATION HOTEL & CASINO, INC., a Nevada corporation (“Palace Station”), SANTA FE STATION, INC., a Nevada corporation (“Santa Fe Station”) and SUNSET STATION, INC., a Nevada corporation (“Sunset Station,” and together with Boulder Station, Fiesta Station, Lake Mead Station, Palace Station and Santa Fe Station, collectively, “Sellers” and each individually, a “Seller”), and FCP NEWCO, LLC, a Delaware limited liability company (“Newco”).
Amendment to Rights AgreementRights Agreement • February 26th, 2007 • Station Casinos Inc • Services-miscellaneous amusement & recreation
This Amendment to Rights Agreement (this “AMENDMENT”), dated as of February 23, 2007, is made by and between Station Casinos, Inc., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).
