CREDIT AGREEMENT Dated as of November 7, 2007 among STATION CASINOS, INC. as Borrower, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent THE OTHER LENDERS PARTY HERETO, DEUTSCHE BANK SECURITIES INC. and J.P. MORGAN SECURITIES INC., as...Credit Agreement • November 8th, 2007 • Station Casinos Inc • Services-miscellaneous amusement & recreation • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of November 7, 2007, among STATION CASINOS, INC., a Nevada corporation (the “Borrower”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, together with any successor thereto, the “Administrative Agent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), DEUTSCHE BANK SECURITIES INC. and J.P. MORGAN SECURITIES INC., as Joint Lead Arrangers and Joint Bookrunners (in such capacity, collectively, the “Joint Lead Arrangers” and individually, a “Joint Lead Arranger”), JPMORGAN CHASE BANK, N.A., as Syndication Agent (in such capacity, “Syndication Agent”) and BANK OF SCOTLAND plc, BANK OF AMERICA, N.A., and WACHOVIA BANK, N.A., as Co-Documentation Agents (in such capacities, the “Co-Documentation Agents”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 8th, 2007 • Station Casinos Inc • Services-miscellaneous amusement & recreation • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 7th day of November, 2007, by and between STATION CASINOS, INC., a Nevada corporation, with its principal offices located at 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135 (the “Company”), and SCOTT M NIELSON (the “Executive”).
MEZZANINE LOAN AND SECURITY AGREEMENT (THIRD MEZZANINE) Dated as of November 7, 2007 Among FCP MEZZCO BORROWER III, LLC as Mezzanine Borrower and GERMAN AMERICAN CAPITAL CORPORATION and JPMORGAN CHASE BANK, N.A., on behalf of the holders of the...Mezzanine Loan and Security Agreement • November 8th, 2007 • Station Casinos Inc • Services-miscellaneous amusement & recreation • New York
THIS MEZZANINE LOAN AND SECURITY AGREEMENT dated as of November 7, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among FCP MEZZCO BORROWER III, LLC, a Delaware limited liability company (“Mezzanine Borrower”) having an office at 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135, GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (“GACC” and together with its successors and assigns, “Mezzanine Noteholder I”), having an address at 60 Wall Street, New York, New York 10005, and JPMORGAN CHASE BANK, N.A., a national banking association, having an address at 270 Park Avenue, New York, New York 10017 (“JPMC” and together with its successors and assigns, “Mezzanine Noteholder II”) (Mezzanine Noteholder I and Mezzanine Noteholder II, individually or collectively as the context indicates, “Mezzanine Lender”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 8th, 2007 • Station Casinos Inc • Services-miscellaneous amusement & recreation • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 7th day of November, 2007, by and between STATION CASINOS, INC., a Nevada corporation (the “Company”), and LORENZO J. FERTITTA (the “Executive”).
SUBLEASE (Sunset Station)Sublease • November 8th, 2007 • Station Casinos Inc • Services-miscellaneous amusement & recreation
THIS SUBLEASE, made as of the 7th day of November, 2007, by and between STATION CASINOS, INC., a Nevada corporation (“Sublessor”), as Sublessor, and Sunset Station, Inc., a Nevada corporation (“Sublessee”), as Sublessee.
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 8th, 2007 • Station Casinos Inc • Services-miscellaneous amusement & recreation • Nevada
THIS AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of October 31, 2007 (the “Effective Date”) by and among BOULDER STATION, INC., a Nevada corporation (“Boulder Station”), PALACE STATION HOTEL & CASINO, INC., a Nevada corporation (“Palace Station”), SUNSET STATION, INC., a Nevada corporation (“Sunset Station,” and together with Boulder Station and Palace Station, collectively, the “Original Sellers”), CHARLESTON STATION, LLC, a Nevada limited liability company (“Charleston Station” and together with the Original Sellers, collectively, the “Sellers,” and each individually, a “Seller”), FIESTA STATION HOLDINGS, LLC, a Nevada limited liability company (“Fiesta Station”), LAKE MEAD STATION HOLDINGS, LLC, a Nevada limited liability company (“Lake Mead Station”), SANTA FE STATION, INC., a Nevada corporation (“Santa Fe Station,” and together with Fiesta Station and Lake Mead Station, collectively, the “Withdrawing Parties” and each individually, a “Wit
SUBLEASE (Red Rock Station)Station Casinos Inc • November 8th, 2007 • Services-miscellaneous amusement & recreation
THIS SUBLEASE, made as of the 7th day of November 2007, by and between STATION CASINOS, INC., a Nevada corporation (“Sublessor”), as Sublessor, and Charleston Station, LLC, a Nevada limited liability company (“Sublessee”), as Sublessee.
MASTER LEASE AGREEMENT Dated November 7, 2007 Between FCP PROPCO, LLC, a Delaware limited liability company as Landlord, and STATION CASINOS, INC., a Nevada corporation as TenantMaster Lease Agreement • November 8th, 2007 • Station Casinos Inc • Services-miscellaneous amusement & recreation • Nevada
MASTER LEASE AGREEMENT (this “Lease”), dated as of the 7th day of November, 2007, between FCP PROPCO, LLC, a Delaware limited liability company (“Landlord”) having its principal office at 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135, and STATION CASINOS, INC., a Nevada corporation (“Tenant”), having its principal offices at 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135.
SUBLEASE (Boulder Station)Sublease • November 8th, 2007 • Station Casinos Inc • Services-miscellaneous amusement & recreation
THIS SUBLEASE, made as of the 7th day of November, 2007, by and between STATION CASINOS, INC., a Nevada corporation (“Sublessor”), as Sublessor, and Boulder Station, Inc., a Nevada corporation (“Sublessee”), as Sublessee.
EQUITYHOLDERS AGREEMENT OF STATION CASINOS, INC., FERTITTA COLONY PARTNERS LLC AND FERTITTA PARTNERS LLCEquityholders Agreement • November 8th, 2007 • Station Casinos Inc • Services-miscellaneous amusement & recreation • 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 November 7, 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.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 8th, 2007 • Station Casinos Inc • Services-miscellaneous amusement & recreation • New York
THIS LOAN AND SECURITY AGREEMENT dated as of November 7, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among FCP PROPCO, LLC, a Delaware limited liability company (“Borrower”) having an office at 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135, GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (“GACC” and together with its successors and assigns, “Noteholder I”), having an address at 60 Wall Street, New York, New York 10005, and JPMORGAN CHASE BANK, N.A., a national banking association, having an address at 270 Park Avenue, New York, New York 10017 (“JPMC” and together with its successors and assigns, “Noteholder II”) (Noteholder I and Noteholder II, individually or collectively as the context indicates, “Lender”).
