CREDIT AGREEMENT Dated as of June 16, 2011 among NP OPCO LLC, as Borrower, DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as Administrative Agent, and THE OTHER LENDERS PARTY HERETO, and DEUTSCHE BANK AG NEW YORK BRANCH, as L/C Issuer, and J.P. MORGAN...Credit Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 16, 2011, among NP OPCO LLC, a Nevada limited liability company (the “Borrower”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, 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 AG NEW YORK BRANCH, as L/C Issuer, J.P. MORGAN SECURITIES LLC, as Syndication Agent (in such capacity, the “Syndication Agent”) and DEUTSCHE BANK SECURITIES INC. and J.P. MORGAN SECURITIES LLC, as Joint Lead Arrangers and Joint Bookrunners (in such capacity, collectively, the “Joint Lead Arrangers” and, individually, a “Joint Lead Arranger”). All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.
MANAGEMENT AGREEMENT for RED ROCK CASINO, RESORT & SPA SUNSET STATION HOTEL & CASINO BOULDER STATION HOTEL & CASINO PALACE STATION HOTEL & CASINO Dated as of June 16, 2011Management Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • New York
This MANAGEMENT AGREEMENT (this “Agreement”) is executed as of June 16, 2011 (the “Effective Date”), by and between STATION CASINOS LLC, a limited liability company organized under the laws of Nevada (“Owner”), and FE PROPCO MANAGEMENT LLC, a limited liability company organized under the laws of Delaware (“Manager”).
SECOND LIEN CREDIT AGREEMENT Dated as of June 16, 2011 among GVR HOLDCO 1 LLC, as Holdings, STATION GVR ACQUISITION, LLC, as Borrower, THE LENDERS PARTY HERETO and JEFFERIES FINANCE LLC, as Administrative Agent, Syndication Agent and Documentation...Second Lien Credit Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • New York
This SECOND LIEN CREDIT AGREEMENT (this “Agreement”) is entered into as of June 16, 2011, among GVR HOLDCO 1 LLC, a Nevada limited liability company (“Holdings”), STATION GVR ACQUISITION, LLC, a Nevada limited liability company (the “Borrower”), JEFFERIES FINANCE LLC, as Administrative Agent (in such capacity, together with any successor thereto, the “Administrative Agent”), JEFFERIES FINANCE LLC, as Syndication Agent (in such capacity, the “Syndication Agent”), JEFFERIES FINANCE LLC, as Documentation Agent (in such capacity, the “Documentation Agent”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”) and JEFFERIES FINANCE LLC and GOLDMAN SACHS LENDING PARTNERS LLC, as Joint Lead Arrangers and Joint Book Runners (in such capacity, collectively, the “Joint Lead Arrangers” and, individually, a “Joint Lead Arranger”). All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.
CREDIT AGREEMENT Dated as of June 16, 2011 among STATION CASINOS LLC as Borrower, DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH JPMORGAN CHASE BANK, N.A. and THE INSTITUTIONS FROM TIME TO TIME PARTY HERETO as Lenders DEUTSCHE BANK AG NEW YORK BRANCH as L/C...Credit Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 16, 2011 among STATION CASINOS LLC, a Nevada limited liability company (the “Borrower”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, together with any successor thereto, the “Administrative Agent”), DEUTSCHE BANK AG NEW YORK BRANCH, as L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”). All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.
THIRD AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels
This THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of April 29, 2011 by and among Station Casinos, Inc., a Nevada corporation (“SCI”), those Subsidiaries of SCI listed in Annex I and FG Opco Acquisitions LLC, a Delaware limited liability company. Each party named above is a “Party”, and collectively are referred to as the “Parties”. Capitalized terms used but not defined herein shall have the meanings provided in the APA.
AMENDED AND RESTATED OPERATING AGREEMENT OF STATION CASINOS LLCOperating Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • Nevada
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels
This SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of March 29, 2011 by and among Station Casinos, Inc., a Nevada corporation (“SCI”), those Subsidiaries of SCI listed in Annex I and FG Opco Acquisitions LLC, a Delaware limited liability company. Each party named above is a “Party”, and collectively are referred to as the “Parties”. Capitalized terms used but not defined herein shall have the meanings provided in the APA.
FIRST AMENDMENT TO GROUND LEASE AND SUBLEASEGround Lease and Sublease • June 23rd, 2011 • Station Casinos LLC • Hotels & motels
This FIRST AMENDMENT TO GROUND LEASE AND SUBLEASE (this “First Amendment”) is entered into this 30th day of June, 1995 by and between KB ENTERPRISES (“Landlord”) and BOULDER STATION, INC., a Nevada corporation (“Tenant”).
ASSET PURCHASE AGREEMENT among STATION CASINOS, INC., those Subsidiaries of Station Casinos, Inc. listed in Annex I, and FG OPCO ACQUISITIONS LLC Dated as of June 7, 2010Asset Purchase Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • New York
ASSET PURCHASE AGREEMENT, dated as of June 7, 2010 (this “Agreement”), among Station Casinos, Inc., a Nevada corporation (“SCI”), those Subsidiaries of SCI listed in Annex I and Purchaser (as defined below).
MANAGEMENT AGREEMENT for Fiesta Henderson Casino Hotel Fiesta Rancho Casino Hotel Gold Rush Casino Lake Mead Casino Santa Fe Station Hotel & Casino Texas Station Gambling Hall & Hotel Wildfire Casino—Boulder Wildfire Casino—Rancho Barley’s Casino &...Management Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • New York
This MANAGEMENT AGREEMENT (this “Agreement”) is executed as of June 16, 2011 (the “Effective Date”), by and between NP OPCO LLC, a limited liability company organized under the laws of Nevada (“Owner”), and FE OPCO MANAGEMENT LLC, a limited liability company organized under the laws of Delaware (“Manager”).
EQUITYHOLDERS AGREEMENT Dated as of June 16, 2011Equityholders Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • Delaware
This EQUITYHOLDERS AGREEMENT, dated as of June 16, 2011, is entered into by and among (i) Station Holdco LLC, a Delaware limited liability company (“Holdco”); (ii) Station Casinos LLC, a Nevada limited liability company (“New Propco”); (iii) GVR Holdco 1 LLC, GVR Holdco 2 LLC, Station GVR Acquisition, LLC, NP Boulder LLC, NP Development LLC, NP Palace LLC, NP Red Rock LLC, NP Sunset LLC, NP Landco Holdco LLC (“New Propco Landco”), NP IP Holdings LLC (“IP Holdco”), NP Opco Holdings LLC, NP Opco LLC (“New Opco”), NP Centerline Holdings LLC, NP Durango LLC, NP FH Excess LLC, NP Fiesta LLC, NP Gold Rush LLC, NP Green Valley LLC, NP Hanger Leaseco LLC, NP Horizon Park LLC, NP Inspirada LLC, NP Lake Mead LLC, NP LML LLC, NP Magic Star LLC, NP Mt. Rose LLC, NP Northern NV Acquisitions LLC, NP Past Enterprises LLC, NP Rancho LLC, NP Reno Convention Center LLC, NP River Central LLC, NP ROTMA LLC, NP Santa Fe LLC, NP Steamboat LLC, NP Sunset Lindell LLC, NP Texas LLC, NP Town Center, Palms Stati
GROUND LEASEGround Lease • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • Nevada
THIS GROUND LEASE (this “Lease”) made this 1st day of June, 1995, by and between TEXAS GAMBLING HALL & HOTEL, INC., a Nevada corporation (“Landlord”), and STATION CASINOS, INC., a Nevada corporation (“Tenant”).
LEASE AMENDMENT NO. 1Lease Amendment • June 23rd, 2011 • Station Casinos LLC • Hotels & motels
WHEREAS, Station Casinos, Inc. (“Lessee”) and Texas Gambling Hall & Hotel, Inc. (“Landlord”) have entered in a Ground Lease and Sublease dated June 1, 1995 (the “Lease”);
THIRD AMENDMENT TO GROUND LEASEGround Lease • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • Nevada
This THIRD AMENDMENT TO GROUND LEASE (this “Third Amendment”) is made as of June 13, 2011, by and between TEXAS GAMBLING HALL & HOTEL, INC., a Nevada corporation (“Landlord”), and NP TEXAS LLC, a Nevada limited liability company (“Tenant”).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of August 26, 2010 by and among Station Casinos, Inc., a Nevada corporation (“SCI”), those Subsidiaries of SCI listed in Annex I and FG Opco Acquisitions LLC, a Delaware limited liability company. Each party named above is a “Party”, and collectively are referred to as the “Parties”. Capitalized terms used but not defined herein shall have the meanings provided in the APA.
AMENDED AND RESTATED CREDIT AGREEMENT by and among CV PROPCO, LLC, as the Borrower NP TROPICANA LLC, as the Leasehold Holder, NP LANDCO HOLDCO LLC, as Holdco, DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH JPMORGAN CHASE BANK, N.A., and THE INSTITUTIONS FROM...Credit Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and dated as of the 16th day of June, 2011 (“Effective Date”), by and between CV PROPCO, LLC, a limited liability company organized under the laws of the state of Nevada (“Borrower”); NP TROPICANA LLC, a limited liability company organized under the laws of the state of Nevada (“Leasehold Holder”); NP LANDCO HOLDCO LLC, a Nevada limited liability company (“Holdco”), THE LENDERS FROM TIME TO TIME PARTY HERETO (collectively and severally, the “Lenders”); DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH (“Deutsche Bank”), as administrative agent for the Secured Parties (in such capacity, the “Administrative Agent”); and JPMORGAN CHASE BANK, N.A. (“JPMorgan”) as syndication agent (in such capacity, the “Syndication Agent”).
FIRST LIEN CREDIT AGREEMENT Dated as of June 16, 2011 among GVR HOLDCO 1 LLC, as Holdings, STATION GVR ACQUISITION, LLC, as Borrower, THE LENDERS PARTY HERETO and JEFFERIES FINANCE LLC, as Administrative Agent, Syndication Agent and Documentation...First Lien Credit Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • New York
This FIRST LIEN CREDIT AGREEMENT (this “Agreement”) is entered into as of June 16, 2011, among GVR HOLDCO 1 LLC, a Nevada limited liability company (“Holdings”), STATION GVR ACQUISITION, LLC, a Nevada limited liability company (the “Borrower”), JEFFERIES FINANCE LLC, as Administrative Agent (in such capacity, together with any successor thereto, the “Administrative Agent”), JEFFERIES FINANCE LLC, as Syndication Agent (in such capacity, the “Syndication Agent”), JEFFERIES FINANCE LLC, as Documentation Agent (in such capacity, the “Documentation Agent”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”) and JEFFERIES FINANCE LLC and GOLDMAN SACHS LENDING PARTNERS LLC, as Joint Lead Arrangers and Joint Book Runners (in such capacity, collectively, the “Joint Lead Arrangers” and, individually, a “Joint Lead Arranger”). All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.
March 28, 2003Ground Lease and Sublease • June 23rd, 2011 • Station Casinos LLC • Hotels & motels
LEASE AMENDMENT NO. 1Ground Lease and Sublease • June 23rd, 2011 • Station Casinos LLC • Hotels & motels
WHEREAS, Boulder Station, Inc. (“Tenant”) and KB Enterprises (“Landlord”) have entered in a Ground Lease and Sublease dated June 1, 1993 (the “Lease”);
NON-COMPETITION AGREEMENTNon-Competition Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • New York
WHEREAS, the Company and its Subsidiaries acquired substantially all of the assets of Station Casinos, Inc. (“SCI”) and its Subsidiaries in connection with the reorganization of SCI pursuant to a Plan of Reorganization of SCI (the “Reorganization”);
OPTION TO LEASE OR PURCHASEOption to Lease or Purchase • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • Nevada
THIS OPTION TO LEASE OR PURCHASE (this “Agreement”) is entered into as of June 1,1993, by and between KB ENTERPRISES, a Nevada corporation, (“Grantor”), and BOULDER STATION, INC., a Nevada corporation (“Holder”).
May 12, 2000Ground Lease • June 23rd, 2011 • Station Casinos LLC • Hotels & motels
OPTION TO ACQUIRE INTEREST UNDER PURCHASE CONTRACTOption to Acquire Interest Under Purchase Contract • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • Nevada
THIS OPTION TO ACQUIRE INTEREST UNDER PURCHASE CONTRACT (this “Agreement”) is entered into as of June 1, 1993, by and between KB ENTERPRISES, a Nevada corporation, (“Grantor”), and BOULDER STATION, INC., a Navada corporation (“Holder”).
ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT (GROUND LEASE)Assignment, Assumption and Consent Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels
THIS ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT (this “Assignment”) is made as of July 6, 1995, by and between STATION CASINOS, INC., a Nevada corporation (“Assignor”), in favor of TEXAS STATION, INC., a Nevada corporation and a wholly owned subsidiary of Assignor (“Assignee”).
SECOND AMENDMENT TO GROUND LEASEGround Lease • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • Nevada
This SECOND AMENDMENT TO GROUND LEASE (this “Second Amendment”) is entered into as of the 7th day of January, 1997 by and between TEXAS GAMBLING HALL & HOTEL, INC., a Nevada corporation (“Landlord”), and TEXAS STATION, INC., a Nevada corporation (“Tenant”).
SECOND AMENDMENT TO GROUND LEASE AND SUBLEASEGround Lease and Sublease • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • Nevada
This SECOND AMENDMENT TO GROUND LEASE AND SUBLEASE (this “Second Amendment”) is entered into as of the 7th day of January, 1997 by and between KB ENTERPRISES, a Nevada corporation (“Landlord”), and BOULDER STATION, INC., a Nevada corporation (“Tenant”).
GROUND LEASE AND SUBLEASEGround Lease and Sublease • June 23rd, 2011 • Station Casinos LLC • Hotels & motels • Nevada
This Ground Lease and Sublease (“Lease”) made this 1st day of June, 1993, by and between KB ENTERPRISES (“Landlord”), and Boulder Station, Inc., a Nevada corporation (“Tenant”).
FOURTH AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 23rd, 2011 • Station Casinos LLC • Hotels & motels
This FOURTH AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of June 15, 2011 by and among Station Casinos, Inc., a Nevada corporation (“SCI”), those Subsidiaries of SCI listed in Annex I and FG Opco Acquisitions LLC, a Delaware limited liability company. Each party named above is a “Party”, and collectively are referred to as the “Parties”. Capitalized terms used but not defined herein shall have the meanings provided in the APA.
FIRST AMENDMENT TO GROUND LEASEGround Lease • June 23rd, 2011 • Station Casinos LLC • Hotels & motels
THIS FIRST AMENDMENT TO GROUND LEASE (this “First Amendment”) is entered into this 30th day of June, 1995 by and between TEXAS GAMBLING HALL & HOTEL, INC., a Nevada corporation (“Landlord”) and STATION CASINOS, INC., a Nevada corporation (“Tenant”).
