AGREEMENT AND PLAN OF MERGER BY AND AMONG STATION CASINOS, INC., FERTITTA COLONY PARTNERS LLC AND FCP ACQUISITION SUB February 23, 2007Agreement and Plan of Merger • February 27th, 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”).
February 23, 2007 Fertitta Colony Partners LLC 2960 West Sahara Avenue Las Vegas NV 89102 Ladies and Gentlemen:Station Casinos Inc • February 27th, 2007 • Services-miscellaneous amusement & recreation • Nevada
Reference is made to that certain Agreement and Plan of Merger (the “Agreement”) dated as of February 23, 2007 by and among Station Casinos, Inc. (the “Company”), a Nevada corporation, Fertitta Colony Partners LLC, a Nevada limited liability company (“FCP”), and a wholly-owned subsidiary of FCP.
LIMITED GUARANTEELimited Guarantee • February 27th, 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 27th, 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”).
February 23, 2007 Fertitta Colony Partners LLCStation Casinos Inc • February 27th, 2007 • Services-miscellaneous amusement & recreation • Nevada
February 23, 2007 Fertitta Colony Partners LLC 2960 West Sahara Avenue Las Vegas NV 89102 Ladies and Gentlemen:Station Casinos Inc • February 27th, 2007 • Services-miscellaneous amusement & recreation • Nevada
Reference is made to that certain Agreement and Plan of Merger (the “Agreement”) dated as of February 23, 2007 by and among Station Casinos, Inc. (the “Company”), a Nevada corporation, Fertitta Colony Partners LLC, a Nevada limited liability company (“FCP”), and a wholly-owned subsidiary of FCP.
FIRST AMENDED AND RESTATED OPERATING AGREEMENT OF FERTITTA COLONY PARTNERS LLCOperating Agreement • February 27th, 2007 • Station Casinos Inc • Services-miscellaneous amusement & recreation • Nevada
This First Amended and Restated Operating Agreement (this “Agreement”) of FERTITTA COLONY PARTNERS LLC, a Nevada limited liability company (“Parent”), dated and effective as of February 23, 2007, is entered into by and among FC Investor, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Colony Capital Acquisitions, LLC (the “Colony Member”), Frank J. Fertitta, III and Lorenzo J. Fertitta (collectively, the “Contributing Stockholder Members” and, together with the Colony Member, the “Members”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 27th, 2007 • Station Casinos Inc • Services-miscellaneous amusement & recreation
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.
